Common use of Financial Statements; Absence of Certain Changes Clause in Contracts

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) reviewed balance sheets, statements of operations, stockholders’ deficits and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing. (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital Stock, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii) of the Company’s Disclosure Schedule required by existing Contracts; (B) adopted, amended or terminated any Employee Benefit Plan or increased the compensation or benefits provided under any Employee Benefit Plan, (C) hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service provider, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xi) (A) entered into any “closing agreement” within the meaning of Code Section 7121 with any Governmental Body with respect to any Tax or Tax Returns of any Company Party; (B) except as required by applicable Law, changed an accounting period of any Company Party with respect to any Tax; (C) filed an amended income or other material Tax Return for any Company Party; (D) made a material Tax election inconsistent with past practices; (E) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns of any Company Party; or (F) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business; (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such Transaction Expenses through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company PartiesCompany: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Audited Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the sixtwelve-month period ended June 30December 31, 2018 2017 (collectively, the “Interim Financial Statements”, and together with the Reviewed Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company PartiesCompany, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Audited Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their its accountants. No The Company Party or have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Neither the Company nor an independent auditor of any the Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements Internal Controls utilized by the Company PartiesCompany, (ii) any fraud, whether or not material, that involves the Company Parties’ Company’s management or other employees who have a role in the preparation of financial statementsstatements or the Internal Controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information, and there is no fraud that involves any Sherpa Holder, the management of the Company or any other Person. The Company has Made Available to the GTY Parties, prior to the date of this Agreement, copies of each management letter delivered to the Company by its accounting firm on or after January 1, 2015 in connection with the Financial Statements or relating to any review by such accounting firm of the Internal Controls of the Company. (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any the Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,00010,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,00010,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,00010,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,00010,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital Stock, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii) of the Company’s Disclosure Schedule required by existing Contracts; (B) adopted, amended or terminated any Employee Benefit Plan or increased the compensation or benefits provided under any Employee Benefit Plan, (C) hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service provider, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 10,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xi) (A) entered into any “closing agreement” within the meaning of Code Section 7121 with any Governmental Body with respect to any Tax or Tax Returns of any Company Party; (B) except as required by applicable Law, changed an accounting period of any Company Party with respect to any Tax; (C) filed an amended income or other material Tax Return for any Company Party; (D) made a material Tax election inconsistent with past practices; (E) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns of any Company Party; or (F) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business, (A) made, changed or rescinded any Tax election, (B) settled or compromised any Tax liability, (C) amended any Tax Return or taken any position on any Tax Return, (D) taken any action, omitted to take any action, or (E) entered into any other transaction that would have the effect of materially increasing its Tax liability or materially reducing any of its Tax assets in respect of any taxable period ending after the Most Recent Fiscal Year End; (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or; (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ Company’s accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ Company’s good faith estimate of such Transaction Expenses through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Annual Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, subject to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Annual Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. The Company Parties have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, consistently applied. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company PartiesFinancial Statements, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing.. There is no fraud that involves any OC Holder, the management of any Company Party or any other Person. TABLE OF CONTENTS (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital StockStock other than in connection with the exercise of Options granted under an Employee Benefit Plan, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii2.6(c)(vii) of the Company’s Disclosure Schedule required by existing Contracts; (B) adopted, amended or terminated any Employee Benefit Plan or increased the compensation or benefits provided under any Employee Benefit Plan, (C) hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service provider, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xiA) incurred any Taxes outside of the ordinary course of business; (AB) entered into any agreement with any Governmental Body (including a “closing agreement” within the meaning of under Code Section 7121 with any Governmental Body 7121) with respect to any Tax or Tax Returns of any Company Party; (BC) except as required by applicable Law, surrendered a right of any Company Party to a Tax refund; (D) changed an accounting period of any Company TABLE OF CONTENTS​​ Party with respect to any Tax; (CE) filed an amended income or other material Tax Return for any Company Party; (DF) made a material Tax election inconsistent with past practices; (EG) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns Return of any Company Party; or and (FH) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business; (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or; (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such additional Transaction Expenses estimated through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Annual Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, subject to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Annual Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. The Company Parties have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, consistently applied. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company PartiesFinancial Statements, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing. There is no fraud that involves any OC Holder, the management of any Company Party or any other Person. (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital StockStock other than in connection with the exercise of Options granted under an Employee Benefit Plan, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii2.6(c)(vii) of the Company’s Disclosure Schedule required by existing Contracts; (B) adopted, amended or terminated any Employee Benefit Plan or increased the compensation or benefits provided under any Employee Benefit Plan, (C) hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service provider, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xiA) incurred any Taxes outside of the ordinary course of business; (AB) entered into any agreement with any Governmental Body (including a “closing agreement” within the meaning of under Code Section 7121 with any Governmental Body 7121) with respect to any Tax or Tax Returns of any Company Party; (BC) except as required by applicable Law, surrendered a right of any Company Party to a Tax refund; (D) changed an accounting period of any Company Party with respect to any Tax; (CE) filed an amended income or other material Tax Return for any Company Party; (DF) made a material Tax election inconsistent with past practices; (EG) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns Return of any Company Party; or and (FH) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business; (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or; (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such additional Transaction Expenses estimated through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i2.6(a) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Partiesstatements: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows of the Company as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Annual Financial Statements”); and (ii) consolidated unaudited balance sheet, statements of income, stockholders’ equity and cash flows of the Company Parties as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Annual Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the BusinessParties, except as may be indicated in the notes or schedules theretothereto and except as set forth in Section 2.7 of the Company’s Schedule of Exceptions, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties Parties, as applicable, and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing. (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except in connection with the Pre-Closing Reorganization or as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital StockStock (other than as a result of the incorporation of Bonfire US), or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital StockStock (other than such options and warrants set forth in Section 2.3(a) of the Company’s Disclosure Schedule), or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii) of the Company’s Disclosure Schedule required by existing Contractsprovider; (B) adopted, amended or terminated any Employee Company Benefit Plan or increased the compensation or benefits provided under any Employee Company Benefit Plan, (C) hiredterminated, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service providerprovider of the Company, or (D) granted any equity or equity-based awardsawards (other than such options and warrants set forth in Section 2.3(a) of the Company’s Disclosure Schedule); (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xi) (A) entered into any “closing agreement” within the meaning of Code Section 7121 with any Governmental Body with respect to any Tax or Tax Returns of any Company Party; (B) except as required by applicable Law, changed an accounting period of any Company Party with respect to any Tax; (C) filed an amended income or other material Tax Return for any Company Party; (D) made a material Tax election inconsistent with past practices; (E) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns of any Company Party; or (F) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business, (A) made, changed or rescinded any Tax election, (B) settled or compromised any Tax liability, (C) amended any Tax Return or taken any position on any Tax Return, or (D) entered into any other transaction that would have the effect of materially increasing its Tax liability or materially reducing any of its Tax assets in respect of any taxable period ending after the Most Recent Fiscal Year End; (xiixi) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiiixii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xivxiii) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xvxiv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount of assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvixv) entered into any joint venture, partnership or similar arrangement; (xviixvi) entered into or became subject to any power of attorney; (xviiixvii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xixxviii) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xxxix) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxixx) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or (xxiixxi) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such Transaction Expenses through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) reviewed balance sheets, statements of operations, stockholders’ deficits and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing.. TABLE OF CONTENTS (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Company’s Knowledge, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c) of the Company’s Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital Stock, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii) of the Company’s Disclosure Schedule required by existing Contracts; (B) adopted, amended or terminated any Employee Benefit Plan or increased the compensation or benefits provided under any Employee Benefit Plan, (C) hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service provider, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAP, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xi) (A) entered into any “closing agreement” within the meaning of Code Section 7121 with any Governmental Body with respect to any Tax or Tax Returns of any Company Party; (B) except as required by applicable Law, changed an accounting period of any Company Party with respect to any Tax; (C) filed an amended income or other material Tax Return for any TABLE OF CONTENTS​​ Company Party; (D) made a material Tax election inconsistent with past practices; (E) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns of any Company Party; or (F) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business; (xii) (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any Person, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such Transaction Expenses through and including the Closing Date, are set forth on Section 2.6(d) of the Company’s Disclosure Schedule.

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i3.6(a)(i) of the Company’s Questica Holders’ Disclosure Schedule are correct and complete copies of the following financial statements of the Company Partiesstatements: (i) reviewed the unaudited review engagement balance sheets, statements of operations, stockholders’ deficits retained earnings and cash flows statements of earnings for Questica as of and for the fiscal years ended December August 31, 2015, 2016 and 2017, and the unaudited notice to reader balance sheets, statements of deficiencies and statements of earnings for Questica USCDN and Questica Ltd. as of and for the fiscal year ended August 31, 2017 (collectively, the “Reviewed Unaudited Financial Statements”); and (ii) unaudited balance sheetsheets, statements of incomeretained earnings and statements of earnings for each of Questica, stockholders’ equity Questica USCDN and cash flows as of and Questica Ltd. for the six-11 month period ended June 30July 31, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Unaudited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP ASPE applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Unaudited Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending. The Financial Statements comply, in all material respects, with the applicable requirements of Regulation S-X and the Financial Reporting Manual for financial statements to be included in the Registration Statement. (b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the internal controls or financial statements reporting utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statementsstatements or the internal controls utilized by the Company Parties, or (iii) any claim or allegation regarding any of the foregoing. Each Company has Made Available to the GTY Parties, prior to the date of this Agreement, copies of each management letter delivered to the Company Parties by its accounting firm on or after January 1, 2015 in connection with the Financial Statements or relating to any review by such accounting firm of the internal controls of the Company Parties. (c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and and, to Company’s Knowledgethe Knowledge of the Companies or the Questica Holders, no fact, condition or circumstance exists, which would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.6(c3.6(c) of the Company’s Questica Holders’ Disclosure Schedule, since the Most Recent Fiscal Year End, neither the Business nor any Company Party has: (i) sold, leased, transferred, assigned, surrendered, abandoned, released, encumbered or otherwise disposed in any way of any asset or property (tangible or intangible) with a value in excess of $50,000, other than sales of inventory in the Ordinary Course of Business; (ii) experienced any damage, destruction or loss to its assets or properties (tangible or intangible) in excess of $50,000, whether or not covered by insurance; (iii) terminated, amended, modified or entered into any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof), or received written notice from any Person regarding the acceleration, termination, modification or cancelation of any Material Contract (or any Contract that would have been a Material Contract if in existence on the date hereof); (iv) issued, created, incurred or assumed any Debt involving more than $50,000, except for any inter-company Debt between the Company Parties; (v) except in the Ordinary Course of Business, forgiven, cancelled, compromised, waived, released or otherwise disposed of, in any way, any Debt owed to it, or any right, power or claim, involving more than $50,000, except for any inter-company debt between the Company Parties; (vi) except for Capital Stock issued pursuant to the exercise of issued and outstanding options granted under the Stock Incentive Plans, issued, sold, repurchased, redeemed or made any other disposition or acquisition of any Capital Stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any Capital Stock, or declared, set aside, made or paid any dividend or distribution with respect to its Capital Stock, or made any other payment to the holders of its Capital Stock (or any Affiliate of such holders), or amended or made any change to any of its Organizational Documents; (vii) except in the Ordinary Course of Business, (A) granted or announced any increase in salary or bonuses, any incentive award, bonus, severance or similar compensation or otherwise increased the compensation or benefits payable or provided to any present or former director, officer, employee, consultant, advisor, agent or other individual service provider except such grants, announcements and increases set forth on Section 2.6(d)(vii3.6(c)(vii) of the Company’s Questica Holders’ Disclosure Schedule required by existing ContractsContracts or that are not in excess of Canadian $5,000; (B) adopted, amended or terminated any Employee Company Benefit Plan or increased the compensation or benefits provided under any Employee Company Benefit Plan, (C) terminated, hired, promoted, or changed the classification (exempt or non-exempt) or status (employee or independent contractor) in respect of any employee, consultant, advisor, agent or other individual service providerprovider that has an annual salary or remuneration in excess of Canadian $100,000, or (D) granted any equity or equity-based awards; (viii) made any material commitments outside of the Ordinary Course of Business or in excess of $50,000 for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with any capital expense budget; (ix) except as required by applicable Law or GAAPASPE, instituted any material change in the conduct of its business, in its accounting principles, practices or methods, cash management practices or method of purchase, sale, lease, management, marketing or operation; (x) taken or omitted to take any action which would be reasonably anticipated to have a Material Adverse Effect; (xi) (A) entered into any “closing agreement” within the meaning of Code Section 7121 with any Governmental Body with respect to any Tax or Tax Returns of any Company Party; (B) except as required by applicable Law, changed an accounting period of any Company Party with respect to any Tax; (C) filed an amended income or other material Tax Return for any Company Party; (D) made a material Tax election inconsistent with past practices; (E) except as required by applicable Law, changed or revoked any material election with respect to Taxes or Tax Returns of any Company Party; or (F) entered into any agreement with a Governmental Body to extend or waive the applicable statute of limitations with respect to any Tax of any Company Party, other than in the Ordinary Course of Business, (A) made, changed or rescinded any Tax election, (B) settled or compromised any Tax liability, (C) amended any Tax Return or taken any position on any Tax Return, (D) taken any action, omitted to take any action, or (E) entered into any other transaction that would have the effect of materially increasing its Tax liability or materially reducing any of its Tax assets in respect of any taxable period ending after the Most Recent Fiscal Year End; (xii) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than for fair consideration in the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, entered into any material transaction with any Affiliate; (xiv) made a material loan or advance to any PersonPerson except for any inter-company debt between the Company Parties, other than advances to employees for business expenses or employee benefits to be incurred in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business; (xv) proposed, adopted or effected any business combination, reorganization, recapitalization or other acquisition or disposition of a material amount of assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with any Person; (xvi) entered into any joint venture, partnership or similar arrangement; (xvii) entered into or became subject to any power of attorney; (xviii) commenced or settled any material Proceeding, other than in the Ordinary Course of Business; (xix) revalued, in any material respect, material assets or properties, including writing off notes or accounts receivable, other than in the Ordinary Course of Business; (xx) abandoned, allowed to lapse, transferred or licensed to (or covenanted not to assert against) any Person any material rights to any Intellectual Property other than in the Ordinary Course of Business; (xxi) amended, modified, terminated, canceled or permitted to lapse any insurance policies; or (xxii) agreed, committed to or entered into any Contract to do any of the foregoing, except as contemplated by this Agreement. (d) The Company Parties’ accrued, unpaid and documented Transaction Expenses as of the date hereof, and the Company Parties’ good faith estimate of such Transaction Expenses through and including the Closing Date, are set forth on Section 2.6(d3.6(d) of the Company’s Questica Holders’ Disclosure Schedule.