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

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End: (i) no Target has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (ii) no Target has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party (including Targets) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any Target is a party or by which any of them is bound; (iv) no Target has imposed any Lien upon any of its assets, tangible or intangible (other than Permitted Encumbrances); (v) no Target has made any material capital expenditures outside the Ordinary Course of Business; (vi) no Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) Targets have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, or permission with respect to any material Target Intellectual Property; (ix) there has been no change made or authorized in the certificate of formation or operating agreement of any Target except as otherwise required by Applicable Law; (x) no Target has issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; (xi) no Target has declared, set aside, or paid any dividend or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing); (xii) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no Target 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; (xiv) no Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no Target 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) outside the Ordinary Course of Business; (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Business; and (xx) no Target has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month EndYear End and except as disclosed in the Disclosure Schedule, there has not been occurred any Material Adverse ChangeEffect and Target has not engaged in any transactions outside of the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no Target has not entered into any material agreementagreements, contractcontracts, leaseleases, or license that would be required to be disclosed on Section 4(p) of licenses either involving more than $10,000 in the Disclosure Scheduleaggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) no Party party (including Targetsany of Target) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreementagreements, contractcontracts, leaseleases, or license licenses involving more than $10,000 in the aggregate to which any Target is a party or by which any of them it is bound; (iv) no Target has not imposed or allowed to be imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no Target has not made any material capital expenditures involving more than $10,000 in the aggregate or outside the Ordinary Course of Business; (vi) no Target has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person Person; (vii) 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 involving more than $10,000 in the aggregate; (viii) Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiix) Targets have Target has not createdcancelled, incurredcompromised, assumedwaived, or guaranteed released any right or claim either involving more than $25,000 10,000 in the aggregate indebtedness for borrowed money and capitalized lease obligationsoutside the Ordinary Course of Business; (viiix) no Target has transferred, assigned, or not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) there has been no change made or authorized in the certificate of formation charter or operating agreement bylaws of any Target except as otherwise required by Applicable Lawof Target; (xxii) no Target has not issued, sold, or otherwise disposed of any of its equitycapital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitysuch capital stock or securities; (xixiii) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (capital stock or other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)securities; (xiixiv) no Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty involving more than $10,000 in the aggregate; (xiiixv) no Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xivxvi) no Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvxvii) no Target has not granted any material increase in the base any compensation of any of its directors, officers, and or other employees; (xvixviii) no Target has not adopted, amended, modified, or terminated any bonus, profit 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) outside the Ordinary Course of Business); (xviixix) no Target has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixx) no Target has implemented not made or pledged to make any employee layoffs requiring notice under charitable or other capital contribution outside the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinanceBusiness; (xixxxi) no there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Target; and (xxii) Target has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets; (xxiii) Target has not granted any bonuses or made any loans or advances other payments of money any kind (other than the advancement of expenses to employees and other service providers base compensation in the Ordinary Course of Business) to any officer, director or employee of Target, or to any Person related to any of the foregoing Persons; and (xxxxiv) no Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse Changematerial adverse change in the business, financial condition, operations, results of operations, or future prospects of the Target and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no none of the Target and its Subsidiaries has sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside the Ordinary Course of Business; (ii) no none of the Target and its Subsidiaries has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party party (including Targetsany of the Target and its Subsidiaries) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of the Target and its Subsidiaries is a party or by which any of them is bound; (iv) no none of the Target and its Subsidiaries has granted or imposed any Lien upon any, and there are no, Security Interest on any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no none of the Target and its Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business; (vi) no none of the Target and its Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside Person, other than the extension of trade credit in the Ordinary Course of Business; (vii) Targets the Target and its Subsidiaries have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no none of the Target and its Subsidiaries has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual PropertyProperty outside the Ordinary Course of Business; (ix) there has been no change made or authorized in the certificate of formation or operating agreement constitutional documents of any of the Target except as otherwise required by Applicable Lawand its Subsidiaries with the exception of an amendment to the Articles of the Target to reduce the number of directors from seven to six; (x) no none of the Target and its Subsidiaries has issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock except under the Option Plan (all of which are set forth in Section 4(b) of the Disclosure Schedule); (xi) no none of the Target and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xii) no none of the Target and its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty or assets; (xiii) no none of the Target and 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 Businessemployees; (xiv) no none of the Target and its Subsidiaries has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreementagreement except an employment contract for Xxxx Xxxx, or become bound by any collective bargaining relationshipa copy of which has been provided to Buyer; (xv) no none of the Target and its Subsidiaries has granted any material increase in the base compensation of any of its directors, officers, and employeesemployees outside the Ordinary Course of Business; (xvi) no none of the Target and its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit 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) outside the Ordinary Course of Business); (xvii) no none of the Target and its Subsidiaries has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no none of the Target and its Subsidiaries has implemented any employee layoffs requiring notice under delayed or postponed the Worker Adjustment and Retraining Notification Act payment of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees accounts payable and other service providers in Liabilities outside the Ordinary Course of Business; and (xxxix) no none of the Target and its Subsidiaries has committed to any of the foregoing; (xx) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Target and its Subsidiaries except as set out in Section 4(h)(xx) of the Disclosure Schedule.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End: (i) no Target has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (ii) no Target has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party (including Targets) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any Target is a party or by which any of them is bound; (iv) no Target has imposed any Lien upon any of its assets, tangible or intangible (other than Permitted Encumbrances); (v) no Target has made any material capital expenditures outside the Ordinary Course of Business; (vi) no Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) Targets have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxxsxx, or permission with respect to any material Target Intellectual Property; (ix) there has been no change made or authorized in the certificate of formation or operating agreement of any Target except as otherwise required by Applicable Law; (x) no Target has issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; (xi) no Target has declared, set aside, or paid any dividend or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing); (xii) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no Target 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; (xiv) no Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no Target 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) outside the Ordinary Course of Business; (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- non-U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Business; and (xx) no Target has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except for the Most Recent Fiscal Month EndCDG Wind-Up, there has not been the Target Restructuring, the Centrefund Management Arrangements, the entering into this Agreement, the Transactions contemplated hereby, and any Material Adverse Change. Without limiting the generality matters disclosed in Section 3.14 of the foregoingTarget Disclosure Schedule, since the Most Recent Fiscal Month EndDecember 31, 2000: (ia) no Target Company has sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside the its Ordinary Course of Business, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect on the Target; (iib) no Target Company has entered into any material agreement, contract, lease, lease or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the its Ordinary Course of Business, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect on the Target; (iiic) no Party (including Targets) Person has accelerated, terminated, made material modifications to, or canceled cancelled any material agreement, contract, lease, lease or license to which of any Target is Company, other than transactions that have not had and would not reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect on the Target; (ivd) no Target Company has imposed any Lien upon any of made, outside its assets, tangible or intangible (other than Permitted Encumbrances); (v) no Target has made any material capital expenditures outside the Ordinary Course of Business; (vi) no Target has made , any material capital investment in, any loan to (excluding interest accrued on Target Existing Debt) or any material loan toacquisition of the securities or assets of, any other Person outside Person, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect on the Ordinary Course of BusinessTarget; (viie) Targets have not except as set forth on Section 3.14(e) of the Target Schedule, no Target Company has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than $25,000 in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation or otherwise, other than the Target Existing Debt; (viiif) except for the Intercompany Debt set forth on Section 3.14(f) of the Target Disclosure Schedule, no Target Company has made any loan to, or entered into any other material transaction with any of its direct or indirect shareholders, directors, officers, and employees; (g) no Target Company has transferred, assigned, made or granted pledged to make any license, sublicense, agreement, covenant not to xxx, charitable or permission with respect to any material Target Intellectual Propertyother contribution outside its Ordinary Course of Business; (ix) there has been no change made or authorized in the certificate of formation or operating agreement of any Target except as otherwise required by Applicable Law; (xh) no Target Company has issued, sold, or otherwise disposed of any of its equitycapital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitysuch capital stock or securities; (xii) no Target Company has declared, set aside, or paid any dividend or made any distribution with respect committed to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired do any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing); (xii) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no Target 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; (xiv) no Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no Target 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) outside the Ordinary Course of Business; (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Businessforegoing; and (xxj) no Target there has committed not been any other occurrence, change, event, incident, action, failure to any of act, or transaction which would reasonably be expected to result in a Material Adverse Effect on the foregoingTarget.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse Changematerial adverse change in the business, financial condition, operations, results of operations, or future prospects of the Target taken as a whole. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no the Target has not sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (ii) no the Target has not entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party party (including Targetsthe Target) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any the Target is a party or by which any of them it is bound; (iv) no the Target has not imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no the Target has not made any material capital expenditures outside the Ordinary Course of Business; (vi) no 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) Targets have the Target has not created, incurred, assumed, or guaranteed more than $25,000 in aggregate any indebtedness for borrowed money and capitalized lease obligations; (viii) no the Target has transferred, assigned, or not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any material rights under or with respect to any material Target Intellectual Property; (ix) there has been no change made or authorized in the certificate constitution of formation or operating agreement of any Target except as otherwise required by Applicable Lawthe Target; (x) no the Target has not issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (xi) no the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xii) no the Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no 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) no the Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no the Target has not granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no the Target has not adopted, amended, modified, or terminated any bonus, profit 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) outside the Ordinary Course of Businessemployees; (xvii) no the Target has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;employees; and (xviii) no the Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Business; and (xx) no Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month EndYear End and except as disclosed in the Disclosure Schedule, there has not been occurred any Material Adverse ChangeEffect. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no Target has not entered into any material agreementagreements, contractcontracts, leaseleases, or license that would be required to be disclosed on Section 4(p) of licenses either involving more than $25,000 in the Disclosure Scheduleaggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) no Party party (including Targetsany of Target) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreementagreements, contractcontracts, leaseleases, or license licenses involving more than $25,000 in the aggregate to which any Target is a party or by which any of them it is bound; (iv) no Target has not imposed or allowed to be imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no Target has not made any material capital expenditures involving more than $25,000 in the aggregate or outside the Ordinary Course of Business; (vi) no Target has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person Person; (vii) 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 involving more than $25,000 in the aggregate; (viii) Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiix) Targets have Target has not createdcancelled, incurredcompromised, assumedwaived, or guaranteed released any right or claim either involving more than $25,000 in the aggregate indebtedness for borrowed money and capitalized lease obligationsoutside the Ordinary Course of Business; (viiix) no Target has transferred, assigned, or not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) there has been no change made or authorized in the certificate of formation charter or operating agreement bylaws of any Target except as otherwise required by Applicable Lawof Target; (xxii) no Target has not issued, sold, or otherwise disposed of any of its equitycapital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitysuch capital stock or securities; (xixiii) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (capital stock or other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)securities; (xiixiv) no Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty involving more than $25,000 in the aggregate; (xiiixv) no Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xivxvi) no Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvxvii) no Target has not granted any material increase in the base any compensation of any of its directors, officers, and or other employees; (xvixviii) no Target has not adopted, amended, modified, or terminated any bonus, profit 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) outside the Ordinary Course of Business); (xviixix) no Target has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixx) no Target has implemented not made or pledged to make any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, charitable or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in capital contribution outside the Ordinary Course of Business; (xxi) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Target; and (xxxxii) no Target has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets; and (xxiii) Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse Changematerial adverse change in the business, financial condition (excepting thereout the Pre-Closing Transaction), operations, results of operations, or future prospects of any of the Target and its Subsidiaries. Without limiting the generality of the foregoing, and excepting thereout the Pre-Closing Transaction, since the Most Recent Fiscal Month Endthat date: (i) no none of the Target and its Subsidiaries has sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no none of the Target and its Subsidiaries has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p(or series of related agreements, contracts, leases, and licenses) of the Disclosure Schedule, either involving more than $2,500 or outside the Ordinary Course of Business; (iii) no Party party (including Targetsany of the Target and its Subsidiaries) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $2,500 to which any of the Target and its Subsidiaries is a party or by which any of them is bound; (iv) no none of the Target and its Subsidiaries has imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no none of the Target and its Subsidiaries has made any material capital expenditures expenditure (or series of related capital expenditures) either involving more than $2,500 or outside the Ordinary Course of Business; (vi) no none of the Target and its Subsidiaries has made any material capital investment in, any loan to, or any material loan toacquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $2,500 or outside the Ordinary Course of Business; (vii) Targets have not none of the Target and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than $25,000 in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $2,500 singly or $5,000 in the aggregate; (viii) no none of the Target and its Subsidiaries has transferreddelayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) none of the Target and its Subsidiaries has cancelled, assignedcompromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500 or outside the Ordinary Course of Business; (x) none of the Target and its Subsidiaries has granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) there has been no change made or authorized in the certificate of formation charter or operating agreement bylaws of any of the Target except as otherwise required by Applicable Lawand its Subsidiaries; (xxii) no none of the Target and its Subsidiaries has issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (xixiii) no none of the Target and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xiixiv) no none of the Target and its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiiixv) no none of the Target and 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; (xivxvi) no excepting thereout the Key Person Employment Agreement, none of the Target and its Subsidiaries has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvxvii) no excepting thereout the Key Person Employment Agreement, none of the Target and its Subsidiaries has granted any material increase in the base compensation of any of its directors, officers, employees, consultants and employeesindependent contractors outside the Ordinary Course of Business; (xvixviii) no excepting thereout the Key Person Employment Agreement, none of the Target and 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) outside the Ordinary Course of Business); (xviixix) no excepting thereout the Key Person Employment Agreement, none of the Target and its Subsidiaries has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixx) no none of the Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target its Subsidiaries has made or pledged to make any loans charitable or advances of money (other than the advancement of expenses to employees and other service providers in capital contribution outside the Ordinary Course of Business; (xxi) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Target and its Subsidiaries; and (xxxxii) no none of the Target and its Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse ChangeEffect on the Targets. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no Target None of the Targets has sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than in the Ordinary Course of Business; (ii) no Target None of the Targets has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p(or series of related agreements, contracts, leases, and licenses) of the Disclosure Schedule, either involving more than $50,000 or outside the Ordinary Course of Business; (iii) no Party No party (including any of the Targets) has accelerated, terminated, made material modifications tomodified, or canceled in any material respect any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which any Target of the Targets is a party or by which any of them is bound; (iv) no Target None of the Targets has imposed any Lien granted a Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no Target None of the Targets has made any material capital expenditures expenditure (or series of related capital expenditures) either involving more than $50,000 or outside of the Ordinary Course of Business; (vi) no Target None of the Targets has made any material capital investment in, any loan to, or any material loan toacquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $50,000 or outside of the Ordinary Course of Business; (vii) There has been no change in any accounting policy of any of the Targets; (viii) None of the Targets have not 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 $25,000 singly or $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligationsthe aggregate; (viiiix) no Target None of the Targets has transferreddelayed, assignedpostponed or failed to pay the payment of accounts payable or other Liabilities outside of the Ordinary Course of Business; (x) None of the Targets has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside of the Ordinary Course of Business; (xi) None of the Targets has granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxii) there There has been no change made or authorized in the certificate of formation organizational or operating agreement governance documents of any Target except as otherwise required by Applicable Lawof the Targets; (xxiii) no Target None of the Targets has issuedissued or sold any capital stock or partnership interests, soldas applicable, of the Targets or otherwise disposed of any of its equity, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equityconvertible securities with respect thereto; (xixiv) no Target None of the Targets has authorized, declared, set aside, or paid any dividend or made any distribution with respect to its equity authorized capital stock or partnership interests, as applicable (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any outside of its equity (other than tax distributions pursuant to the governing documents Ordinary Course of any Target and disclosed to Buyer in writing)Business; (xiixv) no Target None of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiiixvi) no Target None of the Targets has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessmanagers or employees; (xivxvii) no Target None of the Targets has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any such existing such contract or agreement, or become bound by any collective bargaining relationshipoutside of the Ordinary Course of Business; (xvxviii) no Target None of the Targets has granted any material increase in the base compensation of any of its directors, managers or officers, and or of any of its employees, outside of the Ordinary Course of Business; (xviixx) no Target None of the Targets has adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, managers, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan) outside the Ordinary Course of Business); (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Business; and (xx) no Target has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any occurrence, event, incident, action, failure to act, or transaction that constitutes the Basis of a Material Adverse ChangeEffect on Target or any that is outside of the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (iA) no Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (B) Target has not entered into any agreements, contracts, leases, or licenses either involving more than $10,000 in the aggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iiC) no party (including Target) has accelerated, terminated, modified, or cancelled any agreements, contracts, leases, or licenses involving more than $10,000 in the aggregate to which Target is a party or by which it is bound; (D) Target has entered into any material agreement, contract, lease, not imposed or license that would be required allowed to be disclosed on Section 4(pimposed any Security Interest (other than Permitted Liens) upon any of its assets, tangible or intangible; (E) Target has not made any capital expenditures involving more than $10,000 in the Disclosure Schedule, aggregate or outside the Ordinary Course of Business; (iiiF) no Party (including Targets) Target has acceleratednot made any capital investment in, terminated, made material modifications any loan to, or canceled any material agreementacquisition of the securities or assets of, contract, lease, or license to which any Target is a party or by which any of them is boundother Person; (ivG) no Target has imposed not issued any Lien upon note, bond, or other debt security or created, incurred, assumed, or guaranteed any of its assets, tangible indebtedness for borrowed money or intangible (other capitalized lease obligation involving more than Permitted Encumbrances)$10,000 in the aggregate; (vH) no Target has made any material capital expenditures not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viI) no Target has made any material capital investment innot cancelled, compromised, waived, or released any material loan to, any other Person right or claim either involving more than $10,000 in the aggregate and outside the Ordinary Course of Business; (viiJ) Targets have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixK) there has been no change made or authorized in the certificate charter or bylaws of formation or operating agreement of any Target except as otherwise required by Applicable LawTarget; (xL) no Except in connection with the Robexxxxx Xxxnsfer, Target has not issued, sold, or otherwise disposed of any of its equitycapital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitysuch capital stock or securities; (xiM) no Except in connection with the distribution of the Summit Avenue Property to Galtelli, Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (capital stock or other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)securities; (xiiO) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no Target has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xivP) no Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvQ) no Target has not granted any material increase in the base any compensation of any of its directors, officers, and or other employees; (xviR) no Target has not adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan) outside the Ordinary Course of Business); (xviiS) no Target has not made any other material change in employment terms for any of its directors, officers, and or employees outside the Ordinary Course of Business; (xviiiT) no Target has implemented not made or pledged to make any employee layoffs requiring notice under charitable or other capital contribution outside the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinanceBusiness; (xixU) no Target has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets; (V) Target has not granted any bonuses or made any loans or advances other payments of money any kind (other than the advancement of expenses to employees and other service providers base compensation in the Ordinary Course of Business) to any officer, director or employee of Target, or to any Person related to any of the foregoing Persons; and (xxW) no Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End------------------------------------------------ December 31, 1999, there has not been any Material Adverse Changematerial adverse change in the business, financial condition, operations, or results of operations of the Target. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no the Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no the Target has entered into not made any material agreement, contract, leasecapital expenditure or series of related capital expenditures either involving more than $5,000 individually or $10,000 in the aggregate, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party (including Targets) the Target has acceleratednot made any capital investment in, terminated, made material modifications any loan to, or canceled any material agreementacquisition of the securities or assets of, contract, leaseany other Person, or license to which any Target is a party series of related capital investments, loans, and acquisitions, either involving more than $5,000 or by which any outside the Ordinary Course of them is boundBusiness; (iv) no the Target has imposed not issued any Lien upon note, bond, or other debt security or created, incurred, assumed, or guaranteed any of its assets, tangible indebtedness for borrowed money or intangible (other capitalized lease obligation either involving more than Permitted Encumbrances)$1,000 singly or $5,000 in the aggregate; (v) no the Target has made not canceled, compromised, waived, or released any material capital expenditures right or claim or series of related rights and claims either involving more than $1,000 or outside the Ordinary Course of Business; (vi) no the Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) Targets have not created, incurred, assumed, or guaranteed more than $25,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, or permission with respect to any material Target Intellectual Property; (ix) there has been no change made or authorized in the certificate of formation or operating agreement of any Target except as otherwise required by Applicable Law; (x) no Target has issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (obtain, including upon conversion, exchange, or exercise) , any of its equitycapital stock; (xivii) no the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity (capital stocks whether in cash or in kind) , or redeemed, purchased, purchased or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xiiviii) no the Target has not experienced any material damage, destruction, or loss (loss, whether or not covered by insurance) , to its property; (xiiiix) no the Target has made not granted any loan to, or entered into any other transaction with, increase in the base compensation of any of its directors, officers, and directors or officers or any of its employees outside the Ordinary Course of Business; (xivx) no the Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no Target has not adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (employees, or taken any such action with respect to any other Employee Benefit Plan) outside the Ordinary Course of Business; (xviixi) no the Target has not made any other material change in employment terms for any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xviiixii) no the Target has implemented not made or pledged to make any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, charitable or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in capital contribution outside the Ordinary Course of Business; (xiii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Target; and (xxxiv) no the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month EndExcept as set forth on Schedule 4.8, since December 31, 2016, there has not been any Material Adverse Change. Without limiting material adverse change in the generality business, condition (financial or otherwise), properties, operations, or results of operations, of the foregoingCompany Entities. Except as set forth on Schedule 4.8, since the Most Recent Fiscal Month EndDecember 31, 2016: (ia) no Target Company Entity has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside except for sales of inventory in the Ordinary Course ordinary course of Businessbusiness or incurred any liabilities in excess of $25,000, except for the purchase of raw material inventory in the ordinary course of business; (iib) no Target Company Entity has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course ordinary course of Businessbusiness, including any Material Agreement; (iiic) no Party party (including Targetsany Company Entity) has accelerated, terminated, made material modifications to, canceled or canceled any material agreement, contract, leasefailed to renew, or license to which received any Target is threat from a third party or by which that any of them is boundthe foregoing would occur, with respect to any Material Agreement; (ivd) no Target Company Entity has imposed or had imposed any Lien Security Interest upon any of its assetsassets or properties, tangible or intangible (other than Permitted Encumbrances)intangible; (ve) except for the Indebtedness being paid off at the Closing, no Target Company Entity has made any material capital expenditures outside the Ordinary Course of Business; (vi) no Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) Targets have not created, incurred, assumed, or guaranteed more than $25,000 10,000 in aggregate indebtedness Indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, or permission with respect to any material Target Intellectual Property; (ixf) there has been no change made or authorized in the certificate of formation or operating agreement Organizational Documents of any Target except as otherwise required by Applicable LawCompany Entity; (xg) no Target Company Entity has issued, sold, or otherwise disposed of any of its equitysecurities 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 equityCapital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation or similar rights with respect to any Company Entity, except for the Change of Control Payments; (xih) no Target Company Entity has declared, set aside, or paid any dividend or made any distribution with respect to its equity Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)Capital Stock; (xiii) no Target Company Entity has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $10,000 individually or $25,000 collectively; (xiiij) no Target Company Entity has paid any liability or obligation, or discharged or satisfied any Security Interest, other than payment of current liabilities in the ordinary course of business or those securing liabilities or obligations not in excess of $10,000 individually or $25,000 collectively; (k) no Company Entity has canceled or compromised any debt or claim, or waived or released any right of material value, in excess of $10,000 individually or $25,000 collectively, other than in exchange for the full fair value thereof; (l) no Company Entity has experienced any strike, work stoppage or lockout or encountered any labor union organizing activities by or among its employees; (m) no Company Entity has made any loan toacquisition of any properties or assets having in the aggregate a fair market value in excess of $10,000 individually or $25,000 collectively; (n) no Company Entity has 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 (other than annual restatements of inventory values in the ordinary course of business); (o) no Company Entity has 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 Tax returns; (p) no Company Entity has increased the compensation payable, or to become payable, to any of its officers or employees who received W-2 compensation of $50,000 or more during calendar year 2016, 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, except for the Change of Control Payments; (q) no Company Entity has adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (r) no Company Entity has accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; (s) no Company Entity has 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; (t) no Company Entity has taken or omitted to take any action, or entered into any other transaction withtransaction, any of its directors, officers, and employees outside the Ordinary Course ordinary course of Business; (xiv) no Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employees; (xvi) no Target 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) outside the Ordinary Course of Business; (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Businessbusiness; and (xxu) no Target Company Entity has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month End, there There has not been any Material Adverse ChangeChange since the Most Recent Fiscal Year End. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no neither Target nor any Target Subsidiary has sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no except as set forth in Schedule 3(h)(ii) of the Disclosure Schedule, neither Target nor any Target Subsidiary has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p(or series of related agreements, contracts, leases, and licenses) either requiring payments of more than $100,000, individually, or $300,000 in the Disclosure Scheduleaggregate, or outside the Ordinary Course of Business; (iii) except as set forth in Schedule 3(h)(iii) of the Disclosure Schedule, no Seller Party (including Targets) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) requiring payments of more than $100,000 to which Target or any Target Subsidiary is a party or by which any of them is bound; (iv) no neither Target nor any Target Subsidiary has imposed any Lien Liens upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no except as set forth in Schedule 3(h)(v) of the Disclosure Schedule, neither Target nor any Target Subsidiary has made any material capital expenditures expenditure (or series of related capital expenditures) either requiring payments of more than $100,000 or outside the Ordinary Course of Business; (vi) no neither Target nor any Target Subsidiary has made any material capital investment in, any loan to, or any material loan toacquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either requiring payments of more than $100,000 or outside the Ordinary Course of Business; (vii) Targets have not neither Target nor any Target Subsidiary has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed more than $25,000 in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either in a face amount of or which could require payments of more than $100,000 or outside the Ordinary Course of Business; (viii) no neither Target nor any Target Subsidiary has delayed or postponed its payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) neither Target nor any Target Subsidiary has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either requiring payments of more than $100,000 or outside the Ordinary Course of Business; (x) neither Target nor any Target Subsidiary has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) except as set forth in Schedule 3(h)(xi) of the Disclosure Schedule, there has been no change made or authorized in the certificate of formation charter or operating agreement bylaws of any of Target except as otherwise required by Applicable Law;or any Target Subsidiary; * Certain confidential information contained in this document, marked with asterisks has been redacted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. (xxii) no neither Target nor any Target Subsidiary has issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (xixiii) no neither Target nor any Target Subsidiary has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xiixiv) no neither Target nor any Target Subsidiary has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, except for damage resulting from ordinary wear and tear; (xiiixv) no except as set forth in Schedule3(h)(xv) of the Disclosure Schedule, neither Target nor any Target Subsidiary has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; (xivxvi) no neither Target nor any Target Subsidiary has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvxvii) no except as set forth in Schedule 3(h)(xvii) of the Disclosure Schedule, neither Target nor any Target Subsidiary has granted any material increase in the base compensation of any of its directors, officers, and or employees, individually, in excess of $10,000 on an annual basis; (xvixviii) no neither Target nor any Target Subsidiary 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); (xix) neither Target nor any Target Subsidiary has terminated the employment of any management employee or has made any other change in employment terms for (a) any of its directors or officers, or (b) any of its employees other than terminations or changes in the Ordinary Course of Business; (xx) neither Target nor any Target Subsidiary has made or pledged to make any charitable or other capital contribution; (xxi) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Target or any Target Subsidiary; (xxii) neither Target nor any Target Subsidiary has discharged a material Liability or Lien outside the Ordinary Course of Business; (xviixxiii) no neither Target has made nor any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target Subsidiary has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of Businessmoney; and (xxxxiv) no neither Target nor any Target Subsidiary has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse Changematerial adverse change in the business, financial condition, operations, results of operations, or future prospects of the Targets taken as a whole. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no Target has sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (ii) no Target has entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p) of the Disclosure Schedule, outside the Ordinary Course of Business; (iii) no Party party (including Targetsany Target) has accelerated, terminated, made material modifications to, or canceled cancelled any material agreement, contract, lease, or license to which any Target is a party or by which any of them is bound; (iv) no Target has imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no Target has made any material capital expenditures outside the Ordinary Course of Business; (vi) no Target has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) Targets have not no Target has created, incurred, assumed, or guaranteed more than $25,000 10,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) no Target has transferred, assigned, or granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any material rights under or with respect to any material Target Intellectual Property; (ix) there has been no change made or authorized in the certificate of formation charter or operating agreement bylaws of any Target except as otherwise required by Applicable LawTarget; (x) no Target has issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (xi) no Target has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)capital stock; (xii) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) no Target 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; (xiv) no Target has entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xv) no Target has granted any material increase in the base compensation of any of its directors, officers, and employeesemployees outside the Ordinary Course of Business; (xvi) no Target 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) outside the Ordinary Course of Business); (xvii) no Target has made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) no Target has implemented paid any employee layoffs requiring notice under amount to any third party with respect to any liability or obligation (including any costs and expenses the Worker Adjustment Sellers have incurred or may incur in connection with this Agreement and Retraining Notification Act the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of BusinessClosing; and (xxxix) no Target has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month EndYear End and except as disclosed in the Disclosure Schedule, there has not been occurred any Material Adverse ChangeEffect and Target has not engaged in any transactions outside of the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date: (i) no Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no Target has not entered into any material agreementagreements, contractcontracts, leaseleases, or license that would be required to be disclosed on Section 4(p) of licenses either involving more than $10,000 in the Disclosure Scheduleaggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) no Party party (including TargetsTarget) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreementagreements, contractcontracts, leaseleases, or license licenses involving more than $10,000 in the aggregate to which any Target is a party or by which any of them it is bound; (iv) no Target has not imposed or allowed to be imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible; (v) no Target has not made any material capital expenditures involving more than $10,000 in the aggregate or outside the Ordinary Course of Business; (vi) no Target has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person Person; (vii) 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 involving more than $10,000 in the aggregate; (viii) Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiix) Targets have Target has not createdcancelled, incurredcompromised, assumedwaived, or guaranteed released any right or claim either involving more than $25,000 10,000 in the aggregate indebtedness for borrowed money and capitalized lease obligationsoutside the Ordinary Course of Business; (viiix) no Target has transferred, assigned, or not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) there has been no change made or authorized in the certificate charter or bylaws of formation or operating agreement of any Target except as otherwise required by Applicable LawTarget; (xxii) no Target has not issued, sold, or otherwise disposed of any of its equitycapital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitysuch capital stock or securities; (xixiii) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (capital stock or other than tax distributions pursuant to the governing documents of any Target and disclosed to Buyer in writing)securities; (xiixiv) no Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty involving more than $10,000 in the aggregate; (xiiixv) no Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xivxvi) no Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xvxvii) no Target has not granted any material increase in the base any compensation of any of its directors, officers, and or other employees; (xvixviii) no Target has not adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan) outside the Ordinary Course of Business); (xviixix) no Target has not made any other material change in employment terms for any of its directors, officers, and or employees outside the Ordinary Course of Business; (xviiixx) no Target has implemented not made or pledged to make any employee layoffs requiring notice under charitable or other capital contribution outside the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinanceBusiness; (xixxxi) no there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Target; (xxii) Target has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods) or written down the value of any assets; (xxiii) Target has not granted any bonuses or made any loans or advances other payments of money any kind (other than the advancement of expenses to employees and other service providers base compensation in the Ordinary Course of Business) to any officer, director or employee of Target, or to any Person related to any of the foregoing Persons; and (xxxxiv) no Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Month Year End, there has not been any Material Adverse Changematerial adverse change in the business, financial condition, operations, results of operations or future prospects of the Target. Without limiting the generality of the foregoing, except as provided to the contrary in this Agreement since the Most Recent Fiscal Month Endthat date: (i) no the Target has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, outside other than for a fair consideration in the Ordinary Course of Business; (ii) no except as otherwise disclosed in this Agreement, the Target has not entered into any material agreement, contract, lease, or license that would be required to be disclosed on Section 4(p(or series of related agreements, contracts, leases, and licenses) involving (A) more than $12,000, (B) a term of the Disclosure Schedulemore than one year, or (C) outside the Ordinary Course of Business; (iii) except as listed elsewhere herein, no Party party (including TargetsTarget) has accelerated, terminated, made material modifications tomodified, or canceled cancelled any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) to which any the Target is a party or by which any it is bound involving (A) more than $12,000; or (B) a term of them is boundmore than one year; (iv) no the Target has not imposed any Lien Security Interest upon any of its assets, tangible or intangible (other than Permitted Encumbrances)intangible, except as listed elsewhere herein; (v) no except as listed elsewhere herein, the Target has not made any material capital expenditures expenditure (or series of related capital expenditures) either involving more than $12,000 or outside the Ordinary Course of Business;; 9 Form 8-K/A No. 2, Exhibit 2 (vi) no the Target has not made any material capital investment in, any loan to, or any material loan toacquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving (A) more than $12,000, (B) or outside the Ordinary Course of Business; (vii) Targets have the Target has not issued any note, debenture, bond, or other debt security or created, incurred, assumed, or guaranteed more than $25,000 in aggregate any indebtedness for borrowed money and or capitalized lease obligationsobligation either involving more than $12,000 singly or $25,000 in the aggregate; (viii) no the Target has transferrednot delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business except with respect to that certain vendor debt allegedly due Directory Printing in the approximate amount of $241,700: (ix) the Target has not cancelled, assignedcompromised, waived, or released any right or claim (or series of related rights and claims) either involving (A) more than $12,000, or (B) outside the Ordinary Course of Business except for those claims released as part of the settlement of the lawsuit involving the St. Joseph's University; (x) the Target has not granted any license, sublicense, agreement, covenant not to xxx, license or permission sublicense of any rights under or with respect to any material Target Intellectual Property; (ixxi) there has been no change made or authorized in the certificate charter or bylaws of formation or operating agreement of any Target except as otherwise required by Applicable Lawthe Target; (xxii) no the Target has not issued, sold, or otherwise disposed of any of its equityTarget Shares, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equityTarget Shares; (xixiii) no the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its equity Target Shares (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity (other than tax distributions pursuant Target Shares except for those made to the governing documents Stockholders in the approximate amount of any Target and disclosed to Buyer in writing)$269,000 through the Closing; (xiixiv) no the Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiiixv) no the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees involving more than $12,000 in the aggregate outside the Ordinary Course of Business; (xivxvi) no except as disclosed elsewhere herein, the Target has not entered into or terminated any employment contract providing for annual compensation in excess of $50,000 or collective bargaining agreementcontract, written or oral, or modified the terms of any existing such contract or agreement, agreement involving more than $12,000 in the aggregate or become bound by entered into any collective bargaining relationshipagreement; (xvxvii) no the Target has not granted any material increase in the base compensation of any of its directors, officers, and employeesofficers or Family Members; (xvixviii) no the Target has not adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees or Family Members (or taken any such action with respect to any other Employee Benefit Plan); (xix) the Target has not made any other change in employment terms for any of its directors and officers; (xx) the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviixxi) no Target there has made not been any other material change in employment terms for any of its directorsoccurrence, officersevent, and employees incident, action, failure to act, or transaction outside the Ordinary Course of BusinessBusiness involving the Target; (xviiixxii) no the Target has implemented not terminated or amended any employee layoffs requiring notice under insurance policies nor has any insurance company done so with regard to a policy paid for by the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non- U.S. law, regulation, or ordinance; (xix) no Target has made any loans or advances of money (other than the advancement of expenses to employees and other service providers in the Ordinary Course of BusinessTarget; and (xxxxiii) no the Target has is not committed to any of the foregoing.