Common use of Events Subsequent to Most Clause in Contracts

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of Star Dot. Without limiting the generality of the foregoing, since such dates: (a) Star Dot has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) Star Dot has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or outside the Ordinary Course of Business; (c) no party (including Star Dot) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot is a party or by which it is bound; (d) Star Dot has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) Star Dot has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course of Business; (f) Star Dot has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of Business; (g) Star Dot has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000.00 singly or $20,000.00 in the aggregate; (h) Star Dot has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the charter or bylaws of any of Star Dot; (l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) Star Dot has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) Star Dot 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; (p) Star Dot has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) Star Dot has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (r) Star Dot has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) Star Dot has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (t) Star Dot has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (v) Star Dot has not committed to any of the foregoing.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month End, there has not been any material adverse change Material Adverse Effect in the business, financial condition, operations, results of operations, or future prospects of SDK and SDK has not engaged in or been party to any agreement or occurrence outside the Ordinary Course of Star DotBusiness. Without limiting the generality of the foregoing, since such datesthat date: (a) Star Dot No Person (including SDK) has not soldaccelerated, leasedterminated, transferredmodified, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) Star Dot has not entered into canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or outside the Ordinary Course of Business; (c) no party (including Star Dot) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot SDK is a party Party or by which it is bound; (db) Star Dot has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) Star Dot has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course of Business; (f) Star Dot has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of Business; (g) Star Dot has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000.00 singly or $20,000.00 in the aggregate; (h) Star Dot SDK has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ic) Star Dot SDK has not cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (jd) Star Dot Except for profit sharing distributions and bonuses not in excess of $425,000 in the aggregate, SDK has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (ki) there has been no change made or authorized in the charter or bylaws of any of Star Dot; (l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or (ii) granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; , or (miii) Star Dot has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or (iv) redeemed, purchased, or otherwise acquired any of its capital stock; (ne) Star Dot has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) Star Dot SDK has not made any loan to, to or entered into any other transaction with, agreement with any of its directors, officers, or employees and it has not entered into any other transaction with any of its directors, officers or employees outside the Ordinary Course of Business; (pf) Star Dot has Except for profit sharing distributions and bonuses not entered into any employment contract or collective bargaining agreementin excess of $425,000 in the aggregate, written or oral, or modified the terms of any existing such contract or agreement; (q) Star Dot SDK has not granted any increase in the base compensation of, or bonuses out of the Ordinary Course of Business to, or made any other changes in the employment or consulting terms of any of its directors, officers, and employees outside the Ordinary Course of Businessor independent contractors; (rg) Star Dot has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) Star Dot has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (t) Star Dot SDK has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (uh) there SDK has performed in all material respects all of its obligations under agreements, contracts, leases, licenses and instruments relating to or affecting its properties, assets and business and has not been any other material occurrence, event, incident, action, failure to act, changed materially the prices or transaction outside the Ordinary Course offer terms of Business involving sale or license of any of Star Dotits products; (i) SDK has maintained its books of account and records in the usual, regular and ordinary manner; and (vj) Star Dot has SDK is not committed under any legal obligation, whether written or oral, to do any of the foregoing.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month EndBalance Sheet Date. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month EndDecember 31, 2000, there has not been any material adverse change in the business, financial condition, operations, operations or results of operations, or future prospects operations of any of Star Dotthe Division. Without limiting the generality of the foregoing, since such dates: (ai) Star Dot the Division has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness (other than assets having an aggregate value of less than $50,000); (bii) Star Dot the Division has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or that is outside the Ordinary Course of Business; (ciii) no party (including Star Dotthe Division) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 50,000 of payments or sales or liabilities to which Star Dot the Division is a party or by which it any of them is bound; (div) Star Dot the Division has not imposed any Security Interest (other than Permitted Liens) upon any of its assets, tangible or intangiblethe Acquired Assets; (ev) Star Dot the Division has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 50,000 of payments, commitments or liabilities or that is outside the Ordinary Course of Business; (fvi) Star Dot the Division has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 of payments, commitments or liabilities or that is outside the Ordinary Course of Business; (gvii) Star Dot the Division has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000.00 singly or $20,000.00 50,000 in the aggregateaggregate of payments, commitments or liabilities; (hviii) Star Dot the Division has not delayed or postponed the payment of accounts payable and other Liabilities outside involving more than $50,000 in the Ordinary Course aggregate of Businesspayments, commitments or liabilities; (iix) Star Dot the Division has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 50,000 of receipts, commitments or outside the Ordinary Course of Businessrights; (jx) Star Dot the Division has not granted any license or sublicense of any rights under or with respect to any of the Transferred Intellectual PropertyProperty other than in the sales of products and services to customers in the Ordinary Course of Business; (kxi) there has been no change made or authorized in the charter or bylaws of any of Star Dot; (l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) Star Dot Division has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyany of the Acquired Assets; (oxii) Star Dot the Division has not made any loan to, or entered into any other transaction withwith (other than the hiring, any firing or grant of its directors, officers, and employees outside stock options or bonuses in the Ordinary Course of Business) any Division Employee; (pxiii) Star Dot the Division has not entered into any employment contract (other than at-will employment contracts) or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreementagreement outside the Ordinary Course of Business; (qxiv) Star Dot the Division has not granted any increase in the base compensation of any of its directors, officers, and employees the Division Employees outside the Ordinary Course of Business; (rxv) Star Dot the Division has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directorsthe Division Employees, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (sxvi) Star Dot the Division has not made any other change in employment terms for any of its directors, officers, and the employees of the Seller whose services relate to the Division outside the Ordinary Course of Business; (txvii) Star Dot the Division has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (vxviii) Star Dot the Division has not committed to any of the foregoing.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month Period End. Since Except as set forth in Schedule 5.9 of the Inbox Disclosure Schedule, since the Most Recent Fiscal Year End and the Most Recent Fiscal Month Period End, there has not been any material adverse change in the business, financial condition, operations, results Business Condition of operations, or future prospects of any of Star DotInbox. Without Subject to and without limiting the generality of the foregoing, since such datesthat date: (a) Star Dot Inbox has not sold, leased, transferred, or assigned any of its assetsassets or properties, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (b) Star Dot except for those agreements, contracts, leases and commitments identified in Section 5.17 of the Inbox Disclosure Schedule, Inbox has not entered into into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively an "INBOX AGREEMENT") or extended or modified the terms of any Inbox Agreement which (i) involves the payment of greater than $25,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Inbox other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, (iv) involves any OEM relationship, or (v) involves any license of Inbox's technology; (c) to the knowledge of Inbox, no party (including Inbox) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license (to which Inbox is a party or series by which it is bound and Inbox has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of related agreementsBusiness, contractsor waived or settled any rights or claims of a substantial value, leases, and licenses) either involving more than $25,000.00 whether or outside not in the Ordinary Course of Business; (c) no party (including Star Dot) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot is a party or by which it is bound; (d) Star Dot has not imposed any Security Interest upon any none of its assetsthe assets of Inbox, tangible or intangible, has become subject to any Security Interest; (e) Star Dot Inbox has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside expenditures except in the Ordinary Course of BusinessBusiness and not exceeding $50,000 in the aggregate of all such capital expenditures; (f) Star Dot Inbox has not made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of BusinessPerson; (g) Star Dot Inbox has not issued any note, bond, or other debt security or created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money or and capitalized lease obligation either involving more than $5,000.00 singly obligations, or $20,000.00 extended or modified any existing indebtedness, except as provided in the aggregateSections 5.6 and 5.10 hereof; (h) Star Dot has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot Inbox has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (ki) there has been no change made or authorized in the charter Articles of Incorporation or bylaws of any of Star DotInbox; (lj) Star Dot Inbox has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including except upon the conversion, exchange, exchange or exerciseexercise of any such securities which are described on Section 5.3 of the Inbox Disclosure Schedule) any of its capital stock; (mk) Star Dot Inbox has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockstock (other than with respect to any Dissenting Shares (as defined herein)); (nl) Star Dot Inbox has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $25,000 in the aggregate of all such damage, destruction and losses; (om) Star Dot Inbox has not suffered any repeated, recurring or prolonged shortage, cessation or interruption of inventory shipments, supplies or utility services; (n) Inbox has not made any loan to, or entered into any other transaction with, or paid any bonuses in excess of an aggregate of $25,000 to, any of its Affiliates, directors, officers, or employees or their Affiliates, and, in any event, any such transaction was on fair and employees outside the Ordinary Course of Businessreasonable terms no less favorable to Inbox than would be obtained in a comparable arm's length transaction with a Person which is not such a director, officer or employee or Affiliate thereof; (po) Star Dot Inbox has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (qp) Star Dot Inbox has not granted any increase in the base compensation of any of its directors, directors or officers, and employees outside or, except in the Ordinary Course of Business, any of its employees; (rq) Star Dot Inbox has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan); (sr) Star Dot Inbox has not made any other change in employment terms for any of its directors, directors or officers, and Inbox has not made any other change in employment terms for any other employees outside the Ordinary Course of Business; (s) Inbox has not suffered any material adverse change or any threat of any material adverse change in its relations with, or any loss or threat of loss of, any of its major customers, distributors or dealers; (t) Star Dot Inbox has not suffered any material adverse change or any threat of any material adverse change in its relations with, or any loss or threat of loss of, any of it major suppliers; (u) Inbox has not received notice or had knowledge of any actual or threatened labor trouble or strike, or any other occurrence, event or condition of a similar character; (v) Inbox has not changed any of the accounting principles followed by it or the method of applying such principles, except as described on Schedule 5.6 of the Inbox Disclosure Schedule; (w) Inbox has not made a change in any of its banking or pledged to make safe deposit arrangements; (x) Inbox has not entered into any charitable or transaction other capital contribution outside than in the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (vy) Star Dot Inbox has not committed to any of the foregoing.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month Period End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month EndDecember 31, 2002 there has not been any material adverse change event, fact, circumstance or occurrence that constitutes a Material Adverse Effect on any Company Party and each Company Party has conducted its business and affairs in the businessOrdinary Course of Business; provided, financial conditionthat an Insolvency Event with respect to Dreamline Corporation shall not be deemed to have a Material Adverse Effect to the extent such Insolvency Event does not result in any direct or indirect Losses, operationsLiabilities or other obligations of the Company other than (i) diminution in the value of Dreamline Corporation shares held by the Company, results of operationsincluding, without limitation, diminution in value due to stock cancellation, capital reduction or future prospects of any of Star Dotshare transfer and (ii) Losses not exceeding Won 2,500 million arising from failure to realize accounts receivable payable by Dreamline Corporation to the Company. Without limiting the generality of the foregoing, since such datesDecember 31, 2002: (a) Star Dot except as set forth in Section 4.10(a) of the Disclosure Schedule, none of the Company Parties has not sold, leased, transferred, or assigned any of its assets, tangible or intangibleAssets, other than for a fair consideration (i) immaterial Assets or (ii) Assets sold, leased, transferred or assigned in the Ordinary Course of Business; (b) Star Dot except as set forth in Section 4.10(b) of the Disclosure Schedule, none of the Company Parties has not entered into any agreement, contract, lease, Contract or license (or series of related agreements, contracts, leases, and licensesContracts) either involving more than $25,000.00 Won 500 million (or its equivalent in any other currency) or outside the Ordinary Course of Business; (c) no party (including Star Dotexcept as set forth in Section 4.10(c) of the Disclosure Schedule, none of the Company Parties has accelerated, terminatedterminated (other than upon the expiration of its term), modified, or cancelled canceled any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $5,000.00 Won 500 million (or its equivalent in any other currency) to which Star Dot the Company or any of its Subsidiaries is or was a party or by which it is or was bound; (d) Star Dot except as set forth in Section 4.10(d) of the Disclosure Schedule, none of the Company Parties has not imposed or suffered to exist any Security Interest material Lien upon any of its assets, tangible or intangible; (e) Star Dot has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Assets except in the Ordinary Course of Business; (e) except as set forth in Section 4.10(e) of the Disclosure Schedule, none of the Company Parties has purchased, leased or acquired any Assets or made any capital or non-recurring expenditure (or series of related capital or non-recurring expenditures), capital addition or improvement, in each case involving more than Won 500 million (or its equivalent in any other currency) in expenditures; Section 4.10(e) of the Disclosure Schedule also sets forth the aggregate of all capital and operating expenditures actually committed or incurred by each Company Party from January 1, 2003 until the date hereof and the aggregate of all capital and operating expenditures estimated to be committed or incurred by each Company Party from January 1, 2003 until the Closing Date; (f) Star Dot except as set forth in Section 4.10(f) of the Disclosure Schedule, none of the Company Parties has not made any capital investment in, any loan to, or any acquisition of the securities of, or all or substantially all of the assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 Won 500 million (or outside its equivalent in any other currency); Section 4.10(f) of the Ordinary Course Disclosure Schedule also sets forth the aggregate of Businessany such capital investments, loans, or acquisitions (or series of related capital investments, loans, and acquisitions) actually committed or incurred by each Company Party from January 1, 2003 until the date hereof and estimated to be committed or incurred by each Company Party from January 1, 2003 until the Closing Date; (g) Star Dot except as set forth in Section 4.10(g) of the Disclosure Schedule, none of the Company Parties has not issued any note, bond, bond or other debt security or Redeemable Equity or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either Indebtedness involving more than $5,000.00 singly Won 500 million (or $20,000.00 its equivalent in any other currency) (other than indebtedness for money borrowed by a wholly-owned Subsidiary from the Company, in each case incurred in the aggregateOrdinary Course of Business) that remains outstanding or is the subject of any dispute; (h) Star Dot has not delayed or postponed except as set forth in Section 4.10(h) of the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Star Dot has not cancelledDisclosure Schedule, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no amendment, modification, waiver or change made or authorized in the charter or bylaws Charter Documents of any Company Party other than the amendments included in the Amended and Restated Articles of Star DotIncorporation; (li) Star Dot has not issuedexcept as set forth in Section 4.10(i) of the Disclosure Schedule, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash cash, securities, property or in kindotherwise) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock of any Company Party; (nj) Star Dot except as set forth in Section 4.10(j) of the Disclosure Schedule, none of the Company Parties has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any material amount of its propertyAssets; (ok) Star Dot except as set forth in Section 4.10(k) of the Disclosure Schedule, none of the Company Parties has not (i) made any loan toof more than Won 500 million (or its equivalent in any other currency) to any of the Company's shareholders, directors, officers, or employees, or (ii) entered into any other transaction withinvolving more than Won 500 million (or its equivalent in any other currency) with or for the benefit of any shareholder that is a member of a shareholder Group beneficially owning, in the aggregate, five percent (5%) or more of the outstanding shares of Common Stock (on an as-converted basis), or with or for the benefit of any director, officer, or employee ("isa-daewoo" level and above) other than transactions granting benefits in the Ordinary Course of its directorsBusiness in the context of such person's relationship to the Company as director, officersofficer or employee, and employees outside as the case may be; (l) except as set forth in Section 4.10(l) of the Disclosure Schedule, none of the Company Parties has discharged or satisfied any Lien, or paid, canceled, compromised or otherwise satisfied any obligation, indebtedness or Liability (absolute or contingent) other than the payment in the Ordinary Course of Business of current Liabilities shown on the Balance Sheet or incurred since the date thereof in the Ordinary Course of Business; (pm) Star Dot except as set forth in Section 4.10(m) of the Disclosure Schedule, none of the Company Parties has not entered into (A) increased the compensation payable or to become payable by it to any of its officers ("isa-daewoo" level or higher), directors, employees or agents, except for increases in the Ordinary Course of Business or required under the current terms of employment contract or collective bargaining agreement, written or oralagreements, or modified (B) granted, made or accrued any bonus, incentive compensation, service award or other like benefit, contingently or otherwise, to or for the terms of any existing such contract or agreement; (q) Star Dot has not granted any increase in the base compensation credit of any of its officers, directors, officersemployees or agents, and employees outside other than in the Ordinary Course of Business, or made or provided under any employee welfare, pension, retirement, profit sharing or similar payment or benefit except pursuant to regularly scheduled payments required pursuant to the current terms of the Employee Benefit Plans described in Section 4.23(d) of the Disclosure Schedule or (C) paid or granted any right to receive any severance or termination pay to any officer ("isa-daewoo" level or higher), director, or agent; (rn) Star Dot none of the Company Parties has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) Star Dot has not made any other material change in employment terms for any method of its directors, officers, and employees outside the Ordinary Course of Business; (t) Star Dot has not made accounting or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dotaccounting practice; and (vo) Star Dot none of the Company Parties has not committed entered into any Contract to do any of the foregoingforegoing other than the Transaction Documents to which it is a party.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since Except as disclosed in Section 3(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End and with respect to the Most Recent Fiscal Month EndDivision, the Acquired Assets, or the Assumed Liabilities, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of Star Dot. Without limiting the generality of the foregoing, since such datesany: (ai) Star Dot has not sold, leased, transferredMaterial Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or assigned of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of its assetsthe facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, tangible (B) payment or intangibleagreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than for a fair consideration in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business; (bA) Star Dot has not except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any agreement, contractsale, lease, transfer, or license other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related agreementstransactions, contractsor enter into any contract, leasesletter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and licenses) either involving more than $25,000.00 or outside other normal business expenses in the Ordinary Course of Business; (cxix) no party (including Star Dot) has accelerated, terminated, modified, cancellation or cancelled material reduction of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more insurance coverage other than $5,000.00 with respect to which Star Dot is a party or by which it is bound; (d) Star Dot has not imposed any Security Interest upon any of its assets, tangible or intangible; (e) Star Dot has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside Employee Benefit Plan in the Ordinary Course of Business;; or (fxx) Star Dot has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of Business; (g) Star Dot has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000.00 singly or $20,000.00 agreement in the aggregate; (h) Star Dot has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot has not granted any license or sublicense of any rights under or with respect writing to any Intellectual Property; (k) there has been no change made or authorized in the charter or bylaws of any of Star Dot; (l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) Star Dot has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) Star Dot 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; (p) Star Dot has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) Star Dot has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (r) Star Dot has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) Star Dot has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (t) Star Dot has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (v) Star Dot has not committed to take any of the foregoingforegoing actions.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month EndDecember 31, 2001(the "MOST RECENT FISCAL YEAR END"), there has not been any material adverse change in the business, condition (financial conditionor otherwise), operationsproperties, assets, operations or results of operations, or future prospects operations of any of Star DotPurple Ray. Without limiting the generality of the foregoing, since such datesthat date: (a) Star Dot Purple Ray has not sold, leased, transferred, or assigned any of its assetsassets or properties, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (b) Star Dot except for those agreements, contracts, leases and commitments identified in Section 5.17 of the Purple Ray Disclosure Schedule, Purple Ray has not entered into into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "PURPLE RAY AGREEMENT") or extended or modified the terms of any Purple Ray Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Purple Ray (iii) involves the sale of any assets (other than cash), (iv) involves any OEM relationship, or (v) involves any license of Purple Ray's technology; (c) no party (including Purple Ray) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license (to which Purple Ray is a party or series by which it is bound and Purple Ray has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of related agreementsBusiness, contractsor waived or settled any rights or claims of a material value, leases, and licenses) either involving more than $25,000.00 whether or outside not in the Ordinary Course of Business; (c) no party (including Star Dot) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot is a party or by which it is bound; (d) Star Dot has not imposed any Security Interest upon any none of its assetsthe assets of Purple Ray, tangible or intangible, has become subject to any Security Interest; (e) Star Dot Purple Ray has not made any capital expenditure (or series expenditures not exceeding $10,000 in the aggregate of related all such capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course of Business; (f) Star Dot Purple Ray has not made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of BusinessPerson; (g) Star Dot Purple Ray has not issued any note, bond, or other debt security or created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money or and capitalized lease obligation either involving more than obligations, or extended or modified any existing indebtedness; provided, however, Purple Ray may incur after the date of this Agreement indebtedness that (i) (A) does not exceed an aggregate principal amount of $5,000.00 singly 100,000, and (B) that does not bear an interest rate that exceeds 10%, or $20,000.00 in (ii) is approved by the aggregatewritten consent of ISSI, which consent shall not be unreasonably withheld; (h) Star Dot has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot Purple Ray has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (ki) there has been no change made or authorized in the charter Articles of Incorporation or bylaws of any Purple Ray; provided, that Purple Ray may prior to the Closing amend its articles of Star Dotincorporation solely for the purpose of providing for the reallocation of proceeds in the event of a merger consistent with the allocation described in Section 3.1; (lj) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot Purple Ray has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; provided, however, that Purple Ray may redeem up to 2,773,431 shares of Purple Ray Common Stock held by Chris Wu or Paul Cheng as of the date of this Agreement at a price per xxxxx xot tx xxxxxx xhe price per share paid by such holders of such shares of Purple Ray Common Stock; (nk) Star Dot Purple Ray has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $10,000 in the aggregate of all such damage, destruction and losses; (ol) Star Dot Purple Ray has not suffered any repeated, recurring or prolonged shortage, cessation or interruption of inventory shipments, supplies or utility services; (m) Purple Ray has not made any loan to, or entered into any other transaction with, or paid any bonuses to, any of its Affiliates, directors, officers, or employees or their Affiliates, thereof; provided, however, that Purple Ray may redeem up to 2,773,431 shares of Purple Ray Common Stock held by Chris Wu or Paul Cheng as of the date of this Agreement at a price per xxxxx xot tx xxxxxx xhe price per share paid by such holders of such shares of Purple Ray Common Stock, and employees outside may grant options to purchase up to 2,773,431 shares of Purple Ray Common Stock to persons eligible to receive such grants under the Ordinary Course Plan at an exercise price of Business;at least $0.10 and, with respect to options to purchase at least 2,398,780 of such shares of Purple Ray Common Stock, having vesting provisions that are the same as the vesting provisions included in the Restricted Stock Purchase Agreement attached hereto as Exhibit F-2. (pn) Star Dot Purple Ray has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (qo) Star Dot Purple Ray has not granted any increase in the base compensation of any of its directors, directors or officers, and employees outside or, except in the Ordinary Course of Business, any of its employees; (rp) Star Dot Purple Ray has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan); (sq) Star Dot Purple Ray has not made any other change in employment terms for any of its directors, directors or officers, and Purple Ray has not made any other change in employment terms for any other employees outside the Ordinary Course of Business; (r) Purple Ray has not suffered any adverse change or any threat of any adverse change in its relations with, or any loss or threat of loss of, any of its major customers, distributors or dealers; (s) Purple Ray has not suffered any adverse change or any threat of any adverse change in its relations with, or any loss or threat of loss of, any of it major suppliers; (t) Star Dot Purple Ray has not received notice or had Knowledge of any actual or threatened labor trouble or strike, or any other occurrence, event or condition of a similar character; (u) Purple Ray has not changed any of the accounting principles followed by it or the method of applying such principles; (v) Purple Ray has not made a change in any of its banking or pledged to make safe deposit arrangements; (w) Purple Ray has not entered into any charitable or transaction other capital contribution outside than in the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (vx) Star Dot has Purple Ray is not committed obligated to do any of the foregoing.

Events Subsequent to Most. Recent Fiscal Year End and Most Recent Fiscal Month End. Since the Most Recent Fiscal Year End and the Most Recent Fiscal Month End, there has not been any material adverse change in the business, financial condition, operations, results of operations, operations or future prospects of any of Star Dotthe Seller. Without limiting the generality of the foregoing, since such datesthat date: (ai) Star Dot the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (bii) Star Dot the Seller has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or outside the Ordinary Course of Business; (ciii) no party (including Star Dotthe Seller) has accelerated, terminated, modifiedmade material modifications to, or cancelled canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000.00 to which Star Dot the Seller is a party or by which it is bound; (div) Star Dot the Seller has not imposed any Security Interest upon any of its assets, tangible or intangible; (ev) Star Dot the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or expenditures outside the Ordinary Course of Business; (fvi) Star Dot the Seller has not made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 or outside the Ordinary Course of Business; (gvii) Star Dot the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or and capitalized lease obligation either involving more than $5,000.00 singly or $20,000.00 in the aggregateobligations; (hviii) Star Dot has not delayed except for any contracts or postponed agreements set forth on Section 3(l) of the payment of accounts payable and other Liabilities outside Disclosure Schedule, the Ordinary Course of Business; (i) Star Dot has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000.00 or outside the Ordinary Course of Business; (j) Star Dot Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (kix) there has been no change made or authorized in the charter or bylaws of any of Star Dot; (l) Star Dot has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) Star Dot has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) Star Dot Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (ox) Star Dot except as set forth on Section 3(f)(x) of the Disclosure Schedule, the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (pxi) Star Dot has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) Star Dot has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (r) Star Dot Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its the directors, officers, and employees (of the Seller, or taken any such action with respect to any other Employee Benefit Plan); (sxii) Star Dot the Seller has not made any other material change in the employment terms term for any of its directors, officers, officers and employees outside the Ordinary Course of Business; (t) Star Dot has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Star Dot; and (vxiii) Star Dot the Seller has not committed to any of the foregoing.