Common use of No Changes Clause in Contracts

No Changes. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoing.

No Changes. Since the Balance Sheet DateExcept as listed on Schedule 3.5, the since December 31, 2011, no Company Entity has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,00010,000; (b) permitted the imposition of a Lien (other than Permitted LiensExceptions) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified terminated or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right receivable or claim exceeding $25,000 10,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 10,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change material adverse change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; incurred indebtedness (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies trade payables in the ordinary course of business consistent with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization); or (sk) authorized, agreed, resolved or committed to any of the foregoingexperienced a Material Adverse Change.

No Changes. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any DebtDebt outside the ordinary course of business consistent with past practice; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoing.

No Changes. Since Except as expressly contemplated by this Agreement, since the Balance Sheet Date and the Termination Right Lapse Date, the Company has conducted its business primarily been operated for the purpose of assisting Acquiror in obtaining the ordinary course and US Approval. Except for transactions specifically contemplated in a manner consistent with past practicethis Agreement or as expressly set forth in Section 2.9 of the Disclosure Schedule, and since the Balance Sheet Date; (1) there has not been any Material Adverse Change Effect, and no event has occurred or event or change (whether alone or circumstance has arisen that, in combination with any other event events or change) that has had or is circumstances, could reasonably likely be expected to have or result in a Material Adverse Effect. Since the Balance Sheet Date, the Company ; (2) there has not (a) suffered been any material loss, damage or destruction to, or loss any material [*] Confidential treatment requested. 37 CONFIDENTIAL TREATMENT REQUESTED interruption in the use of, any of its the material assets or properties of the Company (whether or not covered by insurance); and (3) individually neither the Company nor any of its officers, directors, employees, partners, accountants, auditors, attorneys, advisors, representatives and other agents (on behalf of the Company) has: (a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the aggregate Ordinary Course of Business; (b) forgiven or canceled any indebtedness or waived any claims or rights (including any indebtedness owing by any Company Securityholder, officer, director, employee or Affiliate of the Company); (c) granted any increase in the compensation of directors, officers, employees or consultants (including any such increase pursuant to any employment agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment) or any increase in the compensation payable or to become payable to any director, officer, employee or consultant, except in such case as granted to employees in the Ordinary Course of Business; (d) borrowed or agreed to borrow any funds, or, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any indebtedness for borrowed money in excess of $25,000; [*] individually or in excess of $[*] in the aggregate, except liabilities that are incurred in the Ordinary Course of Business, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (be) paid, discharged or satisfied any material claims or liabilities other than the payment, discharge or satisfaction in the Ordinary Course of Business of claims and liabilities reflected or reserved against in the Financial Statements or incurred in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement since the Balance Sheet Date, or prepaid any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (f) permitted the imposition or allowed any of a its property or assets to be subjected to any Lien or Encumbrance (other than Permitted LiensEncumbrances), except in the Ordinary Course of Business; (g) onpurchased or sold, transferred or otherwise disposed of, leased, transferred, mortgaged or assigned of any of its assets; (c) terminated, modified material properties or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or assets other than in the aggregate; Ordinary Course of Business; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (gh) disposed of or permitted to lapse any rights to the lapse in registration use of any Intellectual Property; (h) experienced Proprietary Right, disposed of any Material Adverse Change in its Receivables Proprietary Right or its accounts payable; disclosed a Proprietary Right to any Person without obtaining a commercially reasonable confidentiality agreement from such Person with respect to any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (i) changed its accounting methodsmade any single capital expenditure or commitment in excess of $[*] for additions to property, systemsplant, policiesequipment or intangible capital assets or made aggregate capital expenditures in excess of $[*] for additions to property, principles plant, equipment or practicesintangible capital assets; [*] Confidential treatment requested. 38 CONFIDENTIAL TREATMENT REQUESTED (j) incurred, assumed, guaranteed made any change in accounting methods or discharged practices or internal control procedures or become aware of any Debt; material misstatements or significant deficiencies or material weaknesses in internal control; (k) modified other than pursuant to the exercise of Company Options, issued any capital stock or other securities or any options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans, stock equivalents, rights of first refusal or offer, preemptive rights or other rights, agreements, arrangements or commitments (contingent or otherwise and whether or not immediately exercisable) of any character issued, granted, authorized or assumed by the Company Charter Documents; or by which the Company is bound relating to all or any portion of the issued or unissued capital stock of the Company or obligating the Company to issue or grant, authorize or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests or similar interests in, the Company, (l) issueddeclared, sold paid or set aside for payment any dividend or other distribution in respect of Company Capital Stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of Company Capital Stock, Company Options, Company Warrants or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Capital Stock of any cash or other assets, in compensation or reimbursement of expenses, indebtedness or otherwise, other than pursuant to become outstanding any capital stock, the exercise of Company Options and payments of compensation or split, combined, reclassified, repurchased or redeemed any shares reimbursement of its capital stock; expenses in the Ordinary Course of Business; (m) made paid, loaned or advanced any capital investment in, any loan amount to, or sold, transferred or leased any acquisition properties or assets to, any of stockholders of the securities Company, any Affiliate thereof or assets the officers, directors or employees of any other Person other than acquisitions of inventory the Company, except compensation paid to directors, officers and supplies employees in the ordinary course Ordinary Course of business Business consistent with past practice and except for advances and reimbursements for travel and other business-related expenses incurred in the Ordinary Course of Business consistent with past practice; or (n) failed agreed or committed, whether in writing or otherwise, to maintain take any action described in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoingthis Section 2.9.

No Changes. Since Except as set forth in Schedule 2.7 or except as to the Balance Sheet Date---------- ------------ portion of the Business which consists exclusively of the Retained Assets, the Company since July 1, 1997 there has conducted its business not occurred any: a) transaction by Genius except in the ordinary course and of business as conducted on that date; b) capital expenditure or capital commitment by Genius, either individually or in the aggregate, exceeding US $100,000.00 excluding costs relating in any way to this Agreement, the Acquisition, and/or the other transactions that are contemplated hereby; c) destruction of, damage to or loss of any Genius Assets that constitutes a manner consistent with past practice, and there has not been any Material Adverse Change Effect; d) labor trouble, claim of wrongful discharge or other unlawful labor practice or action, or formation of a works council under German labor law; e) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of Genius, or any direct or indirect redemption, purchase or other acquisition by Genius of any of its capital stock that may constitute a Material Adverse Effect; f) other than in the ordinary course of business, increase in the salary or other compensation payable or to become payable by Genius to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by Genius, of a bonus or other additional salary or compensation to any such person (with any such increase, declaration, payment, commitment or obligation being required to be material in the case of employees or advisors); g) acquisition, sale or transfer of any Genius Asset except in the ordinary course of business as conducted on that date, or any change in ownership of Genius; h) amendment or termination of any material contract, agreement or license to which Genius was/is a party or by which it was/is bound; i) loan by Genius to any person or entity, incurring by Genius of any indebtedness, guaranteeing by Genius of any indebtedness, issuance or sale of any debt securities of Genius or guaranteeing of any debt securities of others (other than short term loans for less than 10.000 DM that have been repaid in their entirety, including loans to cover travel expenses); j) waiver or release of any right or claim of Genius in excess of 5.000 DM, including any write-off or other compromise of any account receivable of Genius; k) the commencement or notice or, to the knowledge of Genius, threat of commencement of any lawsuit or proceeding against or investigation of Genius or its affairs, including the filing of any petition in bankruptcy, assignment for the benefit of creditors, writ of attachment or similar action or process; l) notice of any claim of ownership by a third party of Genius' Intellectual Property or of infringement by Genius of any third party's Intellectual Property rights; m) issuance or sale by Genius of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; n) commercially significant change in product pricing, discount levels, payment terms or royalties set or charged by Genius; o) any event or change (whether alone or with condition of any other event or change) character that has had or is could be reasonably likely expected to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a; or p) suffered negotiation or agreement by Genius or any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement employees thereof to do any of the foregoing; things described in Sections 2.7 (ga) disposed of or permitted the lapse in registration of any Intellectual Property; through (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methodso), systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory negotiations with Autodesk and supplies in its representatives regarding the ordinary course of business consistent with past practice; (n) failed to maintain in full force Acquisition and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoingtransactions contemplated by this Agreement.

No Changes. Since Except as set forth in Schedule 3.9, between March 31, 2002 and the Balance Sheet Datedate of this Agreement there has not been, the Company has conducted its business occurred or arisen any: (a) transaction by SMI or any Subsidiary except in the ordinary course of business and in a manner consistent with past practicepractice (other than signing of the term sheet providing for this transaction); (b) amendments or changes to the Articles of Incorporation or Bylaws of SMI or Subsidiary; (c) capital expenditures or capital expenditure commitments by SMI or any Subsidiary exceeding US$25,000 individually or US$100,000 in the aggregate; (d) payment, and there has not been discharge or satisfaction, in any Material Adverse Change amount in excess of US$100,000 in any one case, or event US$100,000 in the aggregate, of any claim, liability or change obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; (e) destruction of, damage to or loss of any material assets (whether alone tangible or with any other event intangible) or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, material business or loss of, of any material customer of its assets SMI or properties any Subsidiary (whether or not covered by insurance); (f) individually labor dispute, organizational effort by any union, unfair labor practice charge, wrongful termination charge or employment discrimination charge, or institution or threatened institution of any effort, complaint or other proceeding in connection therewith, involving SMI or any Subsidiary or affecting the operations of SMI or such Subsidiary; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by SMI or any Subsidiary other than as required by GAAP; (h) change in any election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) revaluation by SMI or any Subsidiary of any of their respective assets, whether tangible or intangible, except as required by GAAP and as reflected on the Current Balance Sheet; (j) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any SMI Common Stock or SMI Preferred Stock (excluding repurchase of SMI Warrants), or any split, combination or reclassification in respect of any shares of SMI Common Stock or SMI Preferred Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of SMI Common Stock or SMI Preferred Stock, or any direct or indirect repurchase, redemption, or other acquisition by SMI of any shares of SMI Common Stock or SMI Preferred Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor) (excluding repurchase of SMI Warrants), except in accordance with the aggregate agreements evidencing SMI Options or as contemplated by the transaction set forth in excess this Agreement; (k) material increase in the salary or other compensation payable or to become payable by SMI or any Subsidiary to any of $25,000; (b) permitted their respective officers, directors, employees or advisors, or the imposition declaration, payment or commitment or obligation of any kind for the payment by SMI or any Subsidiary of a Lien severance payment, termination payment, bonus or other additional salary or compensation to any such person; (l) sale, lease or other disposition of any of the material assets or material properties of SMI or any Subsidiary or any creation of any security interest in such material assets or material properties; (m) loan by SMI or any Subsidiary to any person or entity, incurring by SMI of any indebtedness (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies payables incurred in the ordinary course of business consistent with past practice; (n) failed ), guaranteeing by SMI or any Subsidiary of any indebtedness, issuance or sale of any debt securities of SMI or any Subsidiary or guaranteeing of any debt securities of others, except for advances to maintain employees for travel and business expenses in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is consistent with past practices; (n) affirmative or would be a Material Contract; knowing waiver or release of any right or claim of SMI or any Subsidiary, including any write-off or other compromise of any account receivable of SMI or any Subsidiary; (ro) adopted a plan the commencement, settlement, notice or agreement threat of complete any lawsuit or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationproceeding or other investigation against SMI or any Subsidiary or their affairs, or other material reorganization; or (s) authorized, agreed, resolved or committed to any reasonable basis for any of the foregoing; (p) event or condition of any character that has been or is reasonably likely to be materially adverse to the business, assets (whether tangible or intangible), financial condition, results of operations or capitalization of SMI and its Subsidiaries, taken as a whole; or (q) agreement by SMI, any Subsidiary or any officer or employee on behalf of SMI or such Subsidiary to do any of the things described in the preceding clauses (a) through (p) of this Section 3.9 (other than negotiations with Feiya and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since the Balance Sheet DateExcept as described in Disclosure Schedule Section 2.9, the Company has conducted its business in the ordinary course and in a manner consistent with past practice---------- since June 30, and 1997: (a) there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) occurrence that has had or is reasonably likely to have a any Material Adverse Effect. Since the Balance Sheet Date, ; (b) the Company has not engaged in any material transaction or activity, nor entered into any contract or commitment, in any case other than in the ordinary course of business; (ac) the Company has not received any indication or notice of termination or nonrenewal of any material contract, lease or other agreement to which the Company is a party, or suffered any damage loss, damage, destruction or destruction to, or loss of, other casualty adversely affecting any of its properties, assets or properties (business, whether or not covered by insurance; (d) the Company has not incurred, assumed or become subject to, whether directly or by way of guarantee or otherwise, any Liability, including indebtedness for money borrowed or purchase money indebtedness, except for trade or business obligations incurred in the ordinary course of business and in an amount that is not material to the Company and consistent with past practice in connection with the purchase of goods and services and except as otherwise reflected on the face of the Balance Sheet; (e) the Company has not paid, discharged or satisfied any Encumbrance or any claim or Liability, other than the payment, discharge or satisfaction in the ordinary course of business and in an amount that is not material to the Company and consistent with past practice of Encumbrances or Liabilities fully reflected or reserved against on the face of the balance sheets included in the Financial Statements; (f) the Company has not sold, transferred, leased or otherwise disposed of any properties or assets (real, personal or mixed, tangible, or intangible) other than in the ordinary course of business and consistent with past practice and in an amount that is not material to the Company, or permitted or allowed any of its properties or assets (real, personal or mixed, tangible or intangible) to be subject to any Encumbrance of any kind; (g) the Company has not adopted or amended any bonus; pension; retirement; profit-sharing; deferred, contingent, incentive or other compensation; vacation pay; stock purchase, stock ownership, stock option or other equity-based plan; severance or other termination pay; health, life insurance, death benefit, disability or other fringe benefit; or other employee welfare benefit or employee pension benefit plan, program, agreement, trust, fund or other arrangement (collectively, "COMPENSATION PLANS"), or granted or paid, or became obligated to grant or pay, any increase in the compensation of or bonus, pension, severance or vacation pay to any director, officer, employee, distributor, salesperson or agent of the Company (including any such increase made pursuant to any Compensation Plan), instituted any new Compensation Plan or entered into new agreements or arrangements under existing Compensation Plans, made any change in any Compensation Plan or existing agreements or arrangements thereunder, or entered into any employment or similar agreement or arrangement with any director, officer, employee or agent of the Company; (h) the Company has not made any capital expenditure or commitment for additions to its property, facilities or equipment individually or in the aggregate in excess of $25,000; 50,000; (bi) permitted the imposition Company has not declared or made any distributions in respect of a Lien ownership interests in the Company (other than Permitted Liens) onincluding its capital stock), or disposed ofdirectly or indirectly redeemed, leased, transferred, mortgaged purchased or assigned otherwise acquired any such interests in the Company (including its capital stock); (j) the Company has not made any change in any method of its accounting or accounting practice or any change in its depreciation or amortization policies or rates theretofore adopted or revalued any of its assets; ; (ck) terminatedthe Company has not paid, modified lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any Material Contract agreement or canceledarrangement with, compromised, knowingly waived or released from any right claim or claim liability, any of its shareholders, officers, directors, Affiliates or Associates or Persons who are Affiliates or Associates of any shareholder, officer or director of the Selling Shareholder; (l) neither the Selling Shareholder nor the Company has issued or series sold any shares of related capital stock of the Company or any securities convertible into or exchangeable for any such shares or any options, warrants or rights calling for or permitting the issuance, transfer, sale or delivery of any such securities, and claims) under the Company has not acquired any Material Contract; (d) cancelledcapital stock or other securities of any corporation or any interest in any business enterprise, waived, released or otherwise compromised made any trade debtloan or advance to or investment in any Person; (m) neither any of the Selling Shareholder nor the Company has instituted, receivablesettled or agreed to settle any Action relating to the Company or any of the Company's business, right properties or claim exceeding $25,000 individually assets (real, personal or in mixed, tangible or intangible); (n) the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, Company has not materially amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance distribution agreement or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any material contract, agreementcommitment, commitment agreement or arrangement license to do any of which the foregoing; (g) disposed of Company is a party or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables by which it or its accounts payable; (i) changed its accounting methodsassets or properties are bound, systems, policies, principles other than any amendment or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified termination by the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies in the ordinary course of business consistent in accordance with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts the terms of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; any such contract, commitment, agreement or license; (o) encountered the Company has not made any labor union organizing activity or had loan to any actual or overtly threatened employee strikesPerson, work stoppages, slowdowns or lockouts; (p) materially modified or changed its other than advances to employees for travel and business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside expenses in the ordinary course of business and consistent with past practices and in an amount that is or would be a Material Contractnot material to the Company, nor has the Company guaranteed any material Liabilities, including indebtedness and debt securities, of any Person; and (rp) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, Neither the Selling Shareholder nor the Company has agreed, resolved whether in writing or committed otherwise, to take any of the foregoingaction described in this Section 2.9.

No Changes. Since Except as expressly contemplated by this Agreement, since the Balance Sheet Date and the Termination Right Lapse Date, the Company has conducted its business primarily been operated for the purpose of assisting Acquiror in obtaining the ordinary course and US Approval. Except for transactions specifically contemplated in a manner consistent with past practicethis Agreement or as expressly set forth in Section 2.9 of the Disclosure Schedule, and since the Balance Sheet Date; (1) there has not been any Material Adverse Change Effect, and no event has occurred or event or change (whether alone or circumstance has arisen that, in combination with any other event events or change) that has had or is circumstances, could reasonably likely be expected to have or result in a Material Adverse Effect. Since the Balance Sheet Date, the Company ; (2) there has not (a) suffered been any material loss, damage or destruction to, or loss any material interruption in the use of, any of its the material assets or properties of the Company (whether or not covered by insurance); and (3) individually neither the Company nor any of its officers, directors, employees, partners, accountants, auditors, attorneys, advisors, representatives and other agents (on behalf of the Company) has: (a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the aggregate Ordinary Course of Business; (b) forgiven or canceled any indebtedness or waived any claims or rights (including any indebtedness owing by any Company Securityholder, officer, director, employee or Affiliate of the Company); (c) granted any increase in the compensation of directors, officers, employees or consultants (including any such increase pursuant to any employment agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment) or any increase in the compensation payable or to become payable to any director, officer, employee or consultant, except in such case as granted to employees in the Ordinary Course of Business; (d) borrowed or agreed to borrow any funds, or, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any indebtedness for borrowed money in excess of $25,000; [*] individually or in excess of $[*] in the aggregate, except liabilities that are incurred in the Ordinary Course of Business, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (be) paid, discharged or satisfied any material claims or liabilities other than the payment, discharge or satisfaction in the Ordinary Course of Business of claims and liabilities reflected or reserved against in the Financial Statements or incurred in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement since * Confidential treatment requested. the Balance Sheet Date, or prepaid any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (f) permitted the imposition or allowed any of a its property or assets to be subjected to any Lien or Encumbrance (other than Permitted LiensEncumbrances), except in the Ordinary Course of Business; (g) onpurchased or sold, transferred or otherwise disposed of, leased, transferred, mortgaged or assigned of any of its assets; (c) terminated, modified material properties or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or assets other than in the aggregate; Ordinary Course of Business; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (gh) disposed of or permitted to lapse any rights to the lapse in registration use of any Intellectual Property; (h) experienced Proprietary Right, disposed of any Material Adverse Change in its Receivables Proprietary Right or its accounts payable; disclosed a Proprietary Right to any Person without obtaining a commercially reasonable confidentiality agreement from such Person with respect to any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (i) changed its accounting methodsmade any single capital expenditure or commitment in excess of $[*] for additions to property, systemsplant, policiesequipment or intangible capital assets or made aggregate capital expenditures in excess of $[*] for additions to property, principles plant, equipment or practices; intangible capital assets; (j) incurred, assumed, guaranteed made any change in accounting methods or discharged practices or internal control procedures or become aware of any Debt; material misstatements or significant deficiencies or material weaknesses in internal control; (k) modified other than pursuant to the exercise of Company Options, issued any capital stock or other securities or any options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans, stock equivalents, rights of first refusal or offer, preemptive rights or other rights, agreements, arrangements or commitments (contingent or otherwise and whether or not immediately exercisable) of any character issued, granted, authorized or assumed by the Company Charter Documents; or by which the Company is bound relating to all or any portion of the issued or unissued capital stock of the Company or obligating the Company to issue or grant, authorize or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests or similar interests in, the Company, (l) issueddeclared, sold paid or set aside for payment any dividend or other distribution in respect of Company Capital Stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of Company Capital Stock, Company Options, Company Warrants or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Capital Stock of any cash or other assets, in compensation or reimbursement of expenses, indebtedness or otherwise, other than pursuant to become outstanding any capital stock, the exercise of Company Options and payments of compensation or split, combined, reclassified, repurchased or redeemed any shares reimbursement of its capital stock; expenses in the Ordinary Course of Business; (m) made paid, loaned or advanced any capital investment in, any loan amount to, or sold, transferred or leased any acquisition properties or assets to, any of stockholders of the securities Company, any Affiliate thereof or assets the officers, directors or employees of any other Person other than acquisitions of inventory the Company, except compensation paid to directors, officers and supplies employees in the ordinary course Ordinary Course of business Business consistent with past practice and except for * Confidential treatment requested. advances and reimbursements for travel and other business-related expenses incurred in the Ordinary Course of Business consistent with past practice; or (n) failed agreed or committed, whether in writing or otherwise, to maintain take any action described in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoingthis Section 2.9.

No Changes. Since December 31, 2013, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice and there has not been, occurred or arisen any: (a) modifications, amendments or changes to the Charter Documents or the organizational documents of any Subsidiary; (b) expenditure, transaction or commitment exceeding $75,000 individually or $150,000 in the aggregate; (c) payment, discharge, waiver or satisfaction in any amount in excess of $75,000 or $150,000 in the aggregate of any Liability, other than payments, discharges or satisfactions in the ordinary course of business consistent with past practice of Liabilities reflected or reserved against in the Current Balance Sheet or with respect to Liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date; (d) destruction of, the Company has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, of any material tangible assets of the Company or any of its assets or properties Subsidiaries (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on), or disposed ofthe loss of any material business or material customer; (e) employment claims, leasedcharges, transferredgrievances or matters raised by any individual, mortgaged Governmental Entity, works council, employee or assigned workers’ representatives, group of employees, bargaining unit, union or other labor organization regarding, claiming or alleging an unfair labor practice, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company or any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; Subsidiaries; (f) entered adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any of its Subsidiaries; (g) adoption of or change in any Tax election or accounting method, entry into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company or any of its Subsidiaries of any of their respective assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock, any split, combination or reclassification in respect of any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock (or options, warrants or other rights convertible into, adopted, amended exercisable or exchangeable therefor); (except as may be required by Law and except for immaterial amendmentsi) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for than in the benefit or welfare ordinary course of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases business consistent with past practice, increase in, decrease in or other change to the salary, wage rates, bonuses or fringe benefits or other compensation (including equity based compensation) payable or to become payable to any Employee; (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity or otherwise) by the Company or any of its Subsidiaries of a severance payment, change of control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any of its Employees; or (iii) promise to pay any special bonus or special remuneration (whether payable in cash, equity or otherwise) to any Employee; (k) any termination, extension, amendment or modification of the terms of any Material Contract to which the Company or any of its Subsidiaries is a party or by which it or any of their respective assets are bound; (l) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or entered into properties of the Company or any contractof its Subsidiaries other than in the ordinary course of business consistent with past practice, including the sale of any accounts receivable of the Company or any of its Subsidiaries or any creation of any security interest in such assets or properties; (m) loan by the Company or any of its Subsidiaries to any Person (except for reasonable advances to current employees for travel and business expenses in the ordinary course of business consistent with past practice), forgiveness by the Company or any of its Subsidiaries of any loan to any Person, purchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement relating to any loan from the Company or any of its Subsidiaries to any Person; (n) except for the Promissory Note, incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, commitment guaranteeing by the Company or arrangement any of its Subsidiaries of any Indebtedness, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing of any debt securities of others, except for obligations to do reimburse employees for travel and business expenses incurred in the ordinary course of business consistent with past practices; (o) waiver or release of any material right or claim of the Company or any of its Subsidiaries, including any waiver, release or other compromise of any account receivable of the Company by the Company or any of its Subsidiaries; (p) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, or commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or any of its Subsidiaries or relating to any of their respective businesses, properties or assets; (q) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company or one of its Subsidiaries of the Company Intellectual Property or of infringement by the Company or any of its Subsidiaries of any Intellectual Property owned, developed or created by an third Person; (r) issuance, grant, delivery, sale or purchase, or proposal or Contract to issue, grant, deliver, sell or purchase, by the Company or any of its Subsidiaries, of (i) any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock; or (ii) any subscriptions, warrants, options, rights or securities to acquire any of the foregoing; , except for issuances of Company Options or Company Capital Stock upon the exercise of Company Options issued under the Plan and set forth in Section 3.2(d) of the Disclosure Schedule; (gs) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methodssale, systemslease, policies, principles license or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets transfer of any other Person Company Intellectual Property (or the execution, modification or amendment of any agreement with respect to the sale, lease, license or transfer of any Company Intellectual Property) other than acquisitions of inventory and supplies non-exclusive end user licenses granted in the ordinary course of business consistent with past practice; (nii) failed purchase or license of any Intellectual Property by the Company or any of its Subsidiaries, or execution, modification or amendment of any agreement to maintain which the Company or any of its Subsidiaries is a party with respect to any Intellectual Property owned by or developed or created by any third Person other than licenses for Shrink-Wrap Code; or (iii) material change in full force and effect insurance policies on pricing or royalties set or charged by (A) the Company or any of its properties providing coverage and amounts of coverage comparable Subsidiaries to its customers or licensees; or (B) Persons who have licensed any Intellectual Property to the coverage and amounts Company or any of coverage provided under its policies Subsidiaries; (t) agreement or modification to any Contract pursuant to which any other party is or was granted marketing, distribution, development, delivery, manufacturing or similar rights of insurance any type or scope with respect to any Company Products or Company Intellectual Property; (u) a Company Material Adverse Effect; (v) purchase or sale of any interest in effect on real property, granting of any security interest in any real property, entry into or renewal, amendment or modification of any lease, license, sublease or other occupancy of any Real Property or other real property by the Balance Sheet Date; Company or any of its Subsidiaries; (ow) encountered acquisition by the Company or any labor union organizing activity of its Subsidiaries of, or had agreement by the Company or any actual of its Subsidiaries to acquire by merging or overtly threatened employee strikesconsolidating with, work stoppagesor by purchasing any assets or equity securities of, slowdowns or lockouts; (p) materially modified by any other manner, any business or changed its corporation, partnership, association or other business organization or materially division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the Company and adversely modified its Subsidiaries, taken as a whole; (x) adoption, termination or changed amendment of any Company Employee Plan or collective bargaining agreement or other arrangement with any works council, union, employee or workers’ representatives, group of employees or other labor organization; (y) increase in the rights to indemnification of any Employees; (z) waiver of any stock repurchase rights or rights of first refusal, acceleration, amendment or change to the period of exercisability of options, restricted stock or any other equity or similar incentive awards (including any long term incentive awards), or repricing options granted under any employee, consultant, director or other stock plans or the authorization of any cash or equity exchange for any options granted under any of such plans; (aa) execution, termination or amendment of any Employee Agreement (other than the execution of the Company’s standard at-will offer letter and proprietary information and invention assignment agreement, the forms of which have been made available to Parent); (bb) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or any of its relationship with its suppliers, customers and others having business relations with itSubsidiaries; (cc) any action to accelerate the vesting schedule or extend the post-termination exercise period of any Company Options or any Company Common Stock or any similar equity awards; (qdd) entered into hiring (including any Contract outside change of status from an independent contractor to an employee), promotion, demotion or termination or any other change to the employment status or title of any Employees, excluding independent contractors who ceased performing services for the Company or any of its Subsidiaries in the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoing.consistent with past practice;

No Changes. Since the Balance Sheet Datedate of NetWorth's Financial Statements there has not been, the Company has conducted its business occurred or arisen any: (A) Transaction by NetWorth except in the ordinary course and in a manner consistent with past practiceof business as conducted on that date, and there has not been except for any Material Adverse Change legal or event accounting fees that may be incurred relating to this Reorganization ; (B) Capital expenditure by NetWorth, either individually or change in the aggregate, exceeding $5,000; (whether alone or with any other event or changeC) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet DateDestruction, the Company has not (a) suffered any damage or destruction to, or loss of, of any assets (including without limitation intangible assets) of its assets or properties NetWorth (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on), or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 either individually or in the aggregate; , exceeding $5,000; (eD) made Labor trouble or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess claim of $25,000 individually or in the aggregate; (f) entered intowrongful discharge, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance sexual harassment or other employee benefit agreements, trusts, plans, funds unlawful labor practice or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement action; (except for normal salary increases consistent with past practiceE) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables accounting methods or its accounts payable; practices (i) changed its accounting methods, systems, policies, principles including any change in depreciation or practices; (j) incurred, assumed, guaranteed amortization policies or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment inrates, any loan tochange in policies in making or reversing accruals, or any change in capitalization of software development costs) by NetWorth; (F) Declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of NetWorth, or any direct or indirect redemption, purchase or other acquisition of the securities or assets by NetWorth of any of its shares; (G) Increase in the salary or other Person compensation payable or to become payable by NetWorth to any of its officers, directors or employees, or the declaration, payment, or commitment or obligation of any kind for the payment, by NetWorth, of a bonus or other additional salary or compensation to any such person; (H) Acquisition, sale or transfer of any asset of NetWorth except in the ordinary course of business; (I) Formation, amendment or termination of any distribution agreement or any material contract, agreement or license to which NetWorth is a party, other than acquisitions termination by NetWorth pursuant to the terms thereof; (J) Loan by NetWorth to any person or entity, or guaranty by NetWorth of inventory and supplies any loan except for expense advances in the ordinary course of business consistent with past practice; ; (nK) failed Waiver or release of any material right or claim of NetWorth, including any write-off or other compromise of any material account receivable of NetWorth; (L) The notice or, to maintain NetWorth's Knowledge, commencement or threat of commencement of any governmental proceeding against or investigation of NetWorth or its affairs; (M) Other event or condition of any character that has or would, in full force NetWorth's reasonable judgment, be expected to have a Material Adverse Effect on NetWorth; (N) Issuance, sale or redemption by NetWorth of any of its shares or of any other of its securities other than issuances of shares of common stock pursuant to outstanding Options and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance Warrants; (O) Change in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity pricing or had any actual royalties set or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside charged by NetWorth except for discounts extended in the ordinary course of business consistent with past practice; (P) Any event that is if occurring or undertaken during the interim between the execution of this Agreement and its Closing or earlier termination, would be a Material Contracthave required disclosure to Colmena pursuant to Section 4.1; or (rQ) adopted a plan Negotiation or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed by NetWorth to do any of the foregoingthings described in the preceding clauses (A) through (P) (other than negotiations with Colmena and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since the date of the Current Balance Sheet Date, (A) the Company has conducted its business operated in the ordinary course and in a manner of business consistent with past practicepractice and has paid its debts and Liabilities as they become due, and (B) there has not been been, occurred or arisen (A) any Material Adverse Change or event or change (whether alone or with any other event or change) Effect that has had or is would reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Since Effect or (B) except, following the Balance Sheet Datedate hereof, as would not be prohibited under, or that is consented to by Parent in writing pursuant to, Article V hereof, any of the Company has not following: (a) suffered modifications, amendments or changes to the Charter Documents or any equivalent organizational document of any Subsidiary of the Company; (b) expenditure (including capital expenditure), transaction or commitment by the Company exceeding $25,000 individually or $50,000 in the aggregate; (c) payment, discharge, waiver or satisfaction, in any amount in excess of $25,000 individually or $50,000 in the aggregate, of any claim, right or Liability other than payments, discharges or satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; (d) destruction of, damage or destruction to, or loss ofof any material assets (whether tangible or intangible), any material business or material Customer of its assets or properties the Company (whether or not covered by insurance); (e) individually claims or matters raised by any individual, Governmental Entity, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company; (f) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (Company other than Permitted Liensas required by GAAP; (g) onadoption of or change in any election or accounting method in respect of Taxes, agreement or disposed ofsettlement of any claim or assessment in respect of Taxes, leased, transferred, mortgaged extension or assigned waiver of the limitation period applicable to any claim or assessment in respect of Taxes or filing of any amended Return; (h) revaluation by the Company of any of its assets; assets (cwhether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (i) terminateddeclaration, modified setting aside or entered payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (j) (i) increase in or other material change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company to any of their to any of its respective officers, directors, employees or consultants, or (ii) grant, declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company of a severance payment, change of control payment, termination payment, retention payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any of its respective officers, directors, employees or consultants; (k) entering into any Material Contract or canceledany termination, compromisedextension, knowingly waived amendment or released any right or claim (or series modification of related rights and claims) under the terms of any Material Contract; ; (dl) cancelledsale, waivedlease, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance license or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare disposition of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; assets (gwhether tangible or intangible) disposed or properties of or permitted the lapse in registration Company, including the sale of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified receivable of the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan toCompany, or any acquisition of the securities or assets creation of any other Person security interest in such assets or properties, in each case other than acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; ; (nm) failed loan by the Company to maintain any Person (except for advances to employees for travel and business expenses in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is consistent with past practices), or would be a Material Contract; purchase by the Company of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (n) incurring by the Company of any Indebtedness or Guarantee (including with respect to the issuance or sale of any debt securities), amendment of the terms of any outstanding loan or guarantee agreement, except for obligations to reimburse employees for travel and business expenses incurred in the ordinary course of business consistent with past practices; (o) waiver or release of any material right or claim of the Company, including any waiver, release or other compromise of any material account receivable of the Company; (p) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or relating to any of their businesses, properties or assets; (q) notice received by or on behalf of the Company or any of its Representatives of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company Intellectual Property owned by or developed or created by the Company or of infringement by the Company of any other Person’s Intellectual Property Rights; (r) adopted a plan issuance, grant, delivery, sale or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationpurchase of, or other material reorganization; proposal, Contract to issue, grant, deliver, sell or purchase, by the Company, of (i) any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or (sii) authorizedany subscriptions, agreedwarrants, resolved options, rights or committed securities to acquire any of the foregoing, except for issuances of Company Capital Stock upon the exercise of Company Options; (s) (i) sale, lease, license or transfer of any Company Intellectual Property or execution, modification or amendment of any Contract with respect to the Company Intellectual Property with any Person (other than non-exclusive licenses of the Company Products to Customers pursuant to written agreements in the ordinary course of business and consistent with past practices that do not materially differ in substance from the Standard Form Agreements and involving aggregate payments to the Company of less than $25,000) or with respect to the Intellectual Property Rights of any Person (other than with respect to Shrink Wrap Code or Open Source Software), (ii) purchase, assignment, or license of any Technology or Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any third Person (other than with respect to Shrink Wrap Code), (iii) agreement or modification or amendment of an existing agreement with a third party with respect to the development of any Technology, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights to the Company; (t) agreement or modification to any Contract pursuant to which any other party is or was granted marketing, distribution, development, delivery, manufacturing or similar rights of any type or scope with respect to any Company Products or Company Intellectual Property; (u) purchase or sale of any interest in real property, granting of any security interest in any real property, entry into or renewal, amendment or modification of any lease, license, sublease or other occupancy of any Leased Real Property or other real property by the Company; (v) acquisition by the Company of, or agreement by the Company to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company; (w) adoption or amendment of any Company Employee Plan, or execution or amendment of any Employee Agreement (other than execution of the Company standard at will offer letter); (x) execution of any strategic alliance, affiliate or joint marketing arrangement or Contract by the Company; (y) any action to accelerate the vesting schedule of any Company Options or Company Restricted Stock; (z) hiring, promotion, demotion or termination or other change to the employment status or title of any employees of the Company, hiring or termination of any consultant of the Company, or any change to the status of any officer or director of the Company; (aa) alteration of any interest of the Company in a Subsidiary or any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (bb) cancellation, amendment or renewal of any insurance policy of the Company; (cc) issuance or agreement to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to the Company in excess of $10,000 individually or $25,000 in the aggregate; or (dd) agreement by the Company, or any officer or employees on behalf of the Company, to do any of the things described in the preceding clauses (a) through (cc) of this Section 3.8 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement and any Related Agreements).

No Changes. Since Except as specified in Section 3.10 of the Balance Sheet DateDisclosure Schedule, since 31 December 2023, there has or have not been, occurred or arisen (or the Company has conducted its business in not done) any of the ordinary course and in a manner consistent with past practice, and there has not been following: (a) any Material Adverse Change or event or change (whether alone or with condition of any other event or change) character that has had or is could reasonably likely be expected to have a Company Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) onany loss, damage or disposed of, leased, transferred, mortgaged or assigned destruction to any of its assetsthe assets that are material to the Company; (c) terminatedany action by the Company that, modified if taken from and after the execution of this Agreement until the Closing, would be prohibited by Section 6.1 or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material ContractSection 6.2; (d) cancelled, waived, released made or otherwise compromised declared any trade debt, receivable, right dividend or claim exceeding $25,000 individually or distribution in respect of the aggregateequity securities of the Company; (e) made sold, assigned, licensed, transferred, pledged, leased, granted preferential rights with respect to, sublicensed, covenant not to assert with respect to, or committed otherwise disposed of, or incurred any Lien on, any assets of the Company or abandoned, canceled or permitted to lapse or expire any of the Company Intellectual Property (in a binding manner) other than with respect to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or licenses in the aggregate; Ordinary Course of Business (consistent with past practices) all of which are listed on Section 3.10 of the Disclosure Schedule), (f) entered intoreceived, adoptedcollected, amended compiled, used, stored, processed, shared, safeguarded, secured (except as may be required by Law and except for immaterial amendments) technically, physically or terminated any bonusadministratively), profit sharingdisposed of, compensationdestroyed, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employeedisclosed, or increased in transferred (including cross-border) any manner the compensation Personal Information (or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement failed to do any of the foregoing, as applicable) in violation of any Privacy Requirements; (g) disposed of failed to take all actions (or permitted avoid to take actions, as appropriate) reasonably necessary to protect the lapse privacy and confidentiality of, and to protect and secure, any Personal Information in registration of any Intellectual Propertythe possession or control of, or processed by or on behalf of, the Company, including by undergoing data security testing and auditing consistent with past practice and expeditiously and fully resolving or remediating all material risks or vulnerabilities identified; (h) experienced amended, supplemented or otherwise modified any Material Adverse Change in its Receivables or its accounts payableOrganizational Documents; (i) changed its accounting methods, systems, policies, principles or practicesincurred any Indebtedness that will remain outstanding after the Closing; (j) incurredacquired (including by merger, assumedconsolidation or acquisition of shares or assets) any corporation, guaranteed partnership, or discharged other business organization or any Debtdivision thereof; (k) modified created any subsidiary or enter into a partnership, unincorporated joint venture, or other arrangement with any other Person involving the Company Charter Documentssharing of profits or losses; (l) issued, sold changed any of the accounting principles or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stockpractices used by the Company; (m) made entered into any capital investment in, any loan tonew line of business, or terminated any acquisition existing line of the securities or assets of any other Person other than acquisitions of inventory and supplies in the ordinary course of business consistent with past practicebusiness; (n) failed granted or increased in the base salary or wages, bonus opportunity, or other compensation or benefits, including severance, retention or change in control payments, payable to maintain any current or former employee, director or individual service provider, in full force and effect insurance policies on its properties providing coverage and amounts each case, except (i) as required by Law, (ii) in the Ordinary Course of coverage comparable Business (consistent with past practices) to current or former employee, director or individual service provider, in each case which are not Executives, or (iii) as required by the coverage and amounts terms of coverage provided under its policies of insurance in effect on the Balance Sheet Dateany existing Contract; (o) encountered taken any labor union organizing activity action to accelerate the vesting or had payment of any actual compensation for the benefit of any employee or overtly threatened employee strikes, work stoppages, slowdowns or lockoutsCompany Securityholder; (p) materially modified made or changed its business organization authorized capital expenditures in excess of $150,000 in the aggregate; or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is agreement or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed commitment to take any of the foregoingactions referred to in clauses (a) through (p) of this Section 3.10.

No Changes. Since Except as disclosed in Schedule 2.9 attached hereto and made a part hereof, since the date of the JDA Balance Sheet Datethere has not been, the Company has conducted its business occurred or arisen any: (a) transaction by JDA except in the ordinary course and of business as conducted on that date; (b) capital expenditure by JDA, either individually or in a manner consistent with past practicethe aggregate, and there has not been any Material Adverse Change or event or change exceeding $1,000; (whether alone or with any other event or changec) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Datedestruction, the Company has not (a) suffered any damage or destruction to, or loss of, of any assets (including without limitation intangible assets) of its assets or properties JDA (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on), or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 either individually or in the aggregate; , exceeding $1,000 (d) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (e) made change in accounting methods or committed practices (including any change in a binding mannerdepreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; by JDA; (f) entered intodeclaration, adoptedsetting aside, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance payment of a dividend or other employee benefit agreementsdistribution in respect to the shares of JDA, trustsor any direct or indirect redemption, plans, funds purchase or other arrangements for the benefit or welfare acquisition by JDA of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; its shares; (g) disposed increase in the salary or other compensation payable or to become payable by JDA to any of its officers, directors or permitted employees, or the lapse in registration declaration, payment, or commitment or obligation of any Intellectual Property; kind for the payment, by JDA, of a bonus or other additional salary or compensation to any such person; (h) experienced acquisition, sale or transfer of any Material Adverse Change asset of JDA except in its Receivables or its accounts payable; the ordinary course of business; (i) changed its accounting methodsformation, systemsamendment or termination of any distribution agreement or any material contract, policiesagreement or license to which JDA is a party, principles or practices; other than termination by JDA pursuant to the terms thereof; (j) incurredloan by JDA to any person or entity, assumed, guaranteed or discharged guaranty by JDA of any Debt; loan; (k) modified the Company Charter Documents; waiver or release of any material right or claim of JDA, including any write-off or other compromise of any account receivable of JDA; (l) issuedthe commencement or notice or, sold to the best knowledge of JDA and the Principal Shareholders, threat of commencement of any governmental proceeding against or otherwise permitted to become outstanding any capital stock, investigation of JDA or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; affairs; (m) made other event or condition of any capital investment incharacter that has or would, in JDA's reasonable judgment, be expected to have a Material Adverse Effect on JDA; (n) issuance, sale or redemption by JDA of any loan to, of its shares or any acquisition of the securities or assets of any other Person of its securities other than acquisitions issuances of inventory shares of Common Stock pursuant to outstanding options and supplies warrants; (o) change in pricing or royalties set or charged by JDA except for discounts extended in the ordinary course of business consistent with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; or (p) materially modified change in pricing or changed its business organization royalties set or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside charged by JDA except for discounts extended in the ordinary course of business that is or would be a Material Contractconsistent with past practice; or (rq) adopted a plan negotiation or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed by JDA to do any of the foregoingthings described in the preceding clauses (a) through (o) (other than negotiations with BESC and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since Except as disclosed in SCHEDULE 2.9, since December 31, 1999: (1) There has, at no time, been a material adverse change in the Balance Sheet Datefinancial condition, the Company results of operations, business, properties, assets, liabilities, or future prospects of Margate; (2) Margate has conducted not authorized, declared, paid, effected or set aside any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any of its capital stock, except as contemplated in Section 4.4; (3) The operations and business of Margate have been conducted, in all respects, only in the ordinary course in accordance and in a manner consistent with past practice, and there practices; (4) Margate has not been suffered any Material Adverse Change loss of or event or change damage to any material assets (whether alone or with any other event not covered by insurance), business or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction tocustomers, or loss waived any right of material value; (5) Margate has not, other than in the ordinary course of business, sold, assigned, transferred, conveyed, leased or otherwise disposed of, or agreed to sell, lease or otherwise dispose of, any of its assets or properties entered into any other transaction, contract or commitment or incurred any obligation or commitment; (whether 6) Margate has not engaged in any transaction involving more than $50,000 in the aggregate, except in the ordinary course of business and consistent with past practices; (7) Margate has not made any amendments or changes to its Articles of Incorporation or Bylaws or to the terms of any outstanding securities; (8) Margate has not covered by insurance) made any capital expenditure or commitment, either individually or in the aggregate aggregate, exceeding $50,000; (9) There has not been any change in excess of $25,000; accounting methods or practices (bincluding any change in depreciation or amortization policies or rates) permitted by Margate; (10) There has not been any increase in the imposition of a Lien (salary or other than Permitted Liens) on, compensation payable or disposed of, leased, transferred, mortgaged or assigned to become payable by Margate to any of its assets; officers, directors, employees or advisors, or the declaration, payment, or commitment or obligation of any kind for the payment by Margate of, a bonus or other additional salary or compensation to any such person; (c11) terminatedThere has not been any termination, modified extension, amendment or entered into modification to the terms of any Material Contract material agreement, contract, covenant, instrument, lease, license or canceledcommitment to which Margate is a party or by which it or any of its assets are bound; (12) There has not been any sale, compromisedlease, knowingly license or other disposition of any of the material assets or properties of the Margate, or the creation of any security interest in such assets or properties; (13) Margate has not waived or released any right or claim (claim, including any write-off or series other compromise of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim account receivable of Margate exceeding $25,000 individually 50,000 in the aggregate; (14) There has not been any material change in the pricing charged by Margate to its customers or in the aggregate; (e) made or committed (in a binding manner) to make pricing charged by any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance suppliers or other employee benefit agreementsentities from which Margate purchases products or services; (15) There is not and has not been issuance or sale, trustsor contract to issue or sell, plans, funds or other arrangements for the benefit or welfare by Margate of any director, officer or employeeof its Common Stock, or increased in securities exchangeable, convertible or exercisable therefor, or any manner securities, warrants, options or rights to purchase any of the compensation foregoing; (16) There has not occurred any event or fringe benefits condition of any director, character that has or would reasonably be expected to have a Material Adverse Effect on Margate; (17) There has not occurred any negotiation or agreement by Margate or any officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement thereof to do any of the foregoing; things described in the preceding clauses (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory negotiations with B2B and supplies in its representatives regarding the ordinary course of business consistent with past practicetransactions contemplated by this Agreement); and (n18) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) Margate has not entered into any Contract outside the ordinary course of business that is agreement or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed commitment to do any of the foregoingthings described in the preceding clauses (1) through (17).

No Changes. Since Except as set forth in Company Schedule 2.7, since the ---------- -------------------- date of the Balance Sheet DateSheet, there has not been, occurred or arisen any: (a) transaction by the Company has conducted its business or Subsidiary except in the ordinary course of business as conducted on the date of the Balance Sheet and in a manner consistent with past practice, and there has not been any Material Adverse Change practices; (b) amendments or event changes to the Certificate of Incorporation or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, Bylaws of the Company has not or the organizational documents of Subsidiary; (ac) suffered any capital expenditure or commitment by the Company or Subsidiary, either individually or in the aggregate, exceeding $100,000; (d) destruction of, damage or destruction to, to or loss ofof any material assets, any business or customer of its assets the Company or properties Subsidiary (whether or not covered by insurance); (e) individually labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) event or condition that has or would be reasonably expected to have a Material Adverse Effect (as defined in Section 9.2 hereof) on the Company; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or Subsidiary; (h) revaluation by the Company or Subsidiary of any of their assets; (i) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (j) increase in the aggregate in excess salary or other compensation payable or to become payable to any of $25,000; (b) permitted the imposition Company's or Subsidiary's officers or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a Lien bonus or other additional salary or compensation to any such person; (k) sale, lease, license or other disposition of any of material assets or material properties of the Company or Subsidiary or the creation of any security interest in such material assets or material properties; (l) amendment or termination (other than Permitted Lienspursuant to its terms) onof any material contract, agreement or disposed oflicense to which the Company or Subsidiary is a party or by which they are bound; (m) loan by the Company or Subsidiary to any person or entity, leasedincurring by the Company or Subsidiary of any indebtedness, transferredguaranteeing by the Company or Subsidiary of any indebtedness, mortgaged issuance or assigned sale of any debt securities of its assets; (c) terminatedthe Company or guaranteeing of any debt securities of others, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights except for advances to employees for travel and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or business expenses in the aggregate; ordinary course of business, consistent with past practices; (en) made payment, discharge or committed (satisfaction, in a binding manner) to make any capital expenditures or capital additions or betterments amount in excess of $25,000 individually in any one case, or $100,000 in the aggregate; , of any claim, liability or obligation (fabsolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business; (o) entered intowaiver or release of any right or claim of the Company or Subsidiary, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated including any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance write-off or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare compromise of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any account receivable of the foregoing; Company or Subsidiary; (gp) disposed of issuance or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified sale by the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed of any shares of its capital stock; (m) made any capital investment in, any loan toCompany Capital Stock, or any acquisition of the securities exchangeable, convertible or assets exercisable therefor, or of any other Person other than acquisitions of inventory and supplies its securities; (q) change in pricing or royalties set or charged by the Company or Subsidiary to their customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.11) to the Company or Subsidiary; (r) any hiring or termination of employees of the Company, except in the ordinary course of business consistent with past practicepractices or pursuant to existing employment agreements; or (ns) failed negotiation or agreement by the Company or Subsidiary or any officer or employees thereof to maintain do any of the things described in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; preceding clauses (oa) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; through (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or (other material reorganization; or (s) authorized, agreed, resolved or committed to any of than negotiations with Parent and its representatives regarding the foregoingtransactions contemplated by this Agreement).

No Changes. Since the Balance Sheet DateExcept as set forth on Schedule 5.8, the Company has conducted its business in the ordinary course and in a manner consistent with past practicesince December 31, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date2008, the Company has not (a) suffered any damage or destruction to, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies each Seller has been operated only in the ordinary course of business consistent with past practice; , and has not suffered any Material Adverse Effect, and no condition or event, change or development has occurred which, individually or in the aggregate, would reasonably be expected to result in such a Material Adverse Effect, and (nb) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) no Seller has entered into or committed to enter into any Contract transaction directly or indirectly related to or impacting such Seller, outside the ordinary course of business that is consistent with past practices; and, in particular and without limitation, each Seller during such period has not: (i) granted to any Business Employee, officer, director or would be a Material Contract; independent contractor any increase in compensation, severance or termination pay or paid any bonus thereto, (rii) adopted a entered into or modified any collective bargaining Contract or any employment, severance or termination agreement with any such Person, (iii) increased or established any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, option (including the granting of options, appreciation rights, performance awards or restricted awards or the amendment of any existing options, appreciation rights, performance awards or restricted awards), purchase or other employee benefit plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationarrangement, or other material reorganization(iv) suffered or received threats of any labor strike, dispute, slowdown or work stoppage; or (sv) authorizedamended any other terms of employment or engagement of such Persons; (ii) sold, agreedleased or transferred any of its properties or assets except for inventory in the ordinary course of business consistent with past practice, resolved or committed licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any Intangible Property rights, except in the ordinary course of business consistent with past practice, or permitted or allowed any of its properties or other assets to be subjected to any Liens, or discharged or satisfied any Lien on any of its assets or paid any other material liability; (iii) made any payments (or delayed any payments) in respect of its liabilities or received or attempted to collect any revenues except in the ordinary course of business consistent with past practice; (iv) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction or series of transactions except in the ordinary course of business consistent with past practice and except for this Agreement and the transactions contemplated hereby; (v) suffered any theft, damage, destruction or casualty loss, or extraordinary losses (whether or not covered by insurance); (vi) waived, cancelled, compromised, released or suffered the termination of any rights or contracts having material value, or waived or released any restrictive covenant of a former Business Employee that would otherwise still be in effect; (vii) made or adopted any change in its methodologies, accounting practices or policies, or made any adjustment to its books and records, or revalued any asset; (viii) entered into, modified or terminated any transaction or arrangement with (or for the benefit of) any Affiliate (or Associate thereof), or made any payment or transferred any assets to any Affiliate; or made any loan to, or entered into any other transaction with, any of its directors, officers, and/or employees or any of their Affiliates or “Associates” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (whether or not in the ordinary course of business consistent with past practice); (ix) amended, renegotiated or terminated (other than by completion thereof) any Contract (nor has any other Person amended, renegotiated or terminated any Contract), or failed to comply with any Contract or any Permit or other authorization from any Governmental Authority or other laws to which such Seller is subject; (x) permitted the imposition of any Lien on any asset; (xi) suffered or been subject to any event, condition or circumstance, or entered into any transaction, which could reasonably be expected to adversely impact the Business, Sellers or any Contracts, or performed any services other than in accordance with its Contracts or in a manner which could give rise to any claim under any Contracts; (i) declared, set aside or paid any dividend or made any other actual, constructive or deemed distribution with respect to any of its capital shares or other securities or otherwise made any payments to its equity holders in their capacities as such; (ii) redeemed, purchased or otherwise acquired any of its capital shares or any other securities or any rights, warrants or options to acquire any such capital shares or other securities; (iii) split, combined or reclassified any of its capital shares or other securities or issued or authorized the issuance of, or granted any registration rights with respect to, any capital shares or any other securities in respect of, in lieu of or in substitution for any of its capital shares or other securities, or otherwise; (xiii) amended any of its organizational documents (including, but not limited to, formation documents or the operating agreement); or altered through merger, liquidation, reorganization, restructuring or in any other fashion its organizational structure or ownership; (xiv) made any capital expenditure or series of capital expenditures in excess of $12,500 individually or $50,000 in the aggregate; (xv) acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division, operating unit or product line thereof or made a capital investment in or a loan to such entity; (xvi) entered into any agreement, contract, lease, or license either (A) involving more than $12,500 individually or $50,000 in the aggregate, (B) having a term greater than 12 months and (C) outside the ordinary course of business consistent with past practice; (xvii) canceled, compromised, waived, or released any right or claim either involving more than $50,000 in the aggregate; (xviii) made or pledged to make any charitable or other capital contribution; (xix) received notice of any key employee of any Seller terminating or re-negotiating such employee’s employment with such Seller; (xx) made any tax election, changed any annual tax accounting period, amended any tax return, settled or compromised any income tax liability, entered into any closing agreement, settled any tax claim or assessment, surrendered any right to claim a tax refund or failed to make the payments or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment; (xxi) pursuant to, or within the meaning of, any bankruptcy or creditors’ rights or similar law, (i) commenced a voluntary case, (ii) consented to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a custodian of it or for all or substantially all of its property, or (iv) made a general assignment for the benefit of its creditors; (xxii) purchased any real property or entered into any real estate lease; (xxiii) settled any litigation, arbitration or claim; (xxiv) altered in any way the nature or extent (by revenue generated) of any relationship with any Seller’s customers; or (xxv) agreed to do or authorized any of the foregoing.

No Changes. Since Except as contemplated by this Agreement, since the date of the Current Balance Sheet DateSheet, there has not been, occurred or arisen any: (a) material transaction by the Company has conducted its business Company, except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the articles of incorporation or bylaws of the Company or any of its Subsidiaries, except as expressly contemplated by this Agreement; (c) capital expenditure or commitment by the Company exceeding $10,000 individually or $25,000 in the aggregate, excluding up to $85,000 for the build-out of that certain building identified as 000 X.X. 0xx Xxxxxx, Xxxxxxxxxxx, XX, 00000; (d) payment, discharge or satisfaction, in any amount in excess of $10,000 in any one case, or $25,000 in the aggregate, of any claim, liability or obligation (whether fixed or accrued, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected on or reserved against in the Current Balance Sheet; (e) destruction of, damage to, or loss of any material assets (whether tangible or intangible), material business or material customer of the Company (whether or not covered by insurance); (f) change in accounting policies or procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, or depreciation or amortization policies or rates) by the Company other than as required by GAAP; (g) change in any material election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company of any of its assets (whether tangible or intangible); (i) declaration, setting aside or payment of a manner dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (j) increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment by the Company of a severance payment, termination payment, bonus or other additional salary or compensation to any such Person; (k) any termination or extension, or any material amendment, waiver or modification of the terms, of any Contract, other than in the ordinary course of business consistent with past practice, except where such termination, extension, material amendment, waiver or modification would cause or is reasonably likely to cause the Company to incur additional liability or obligations under the applicable Contract; (l) sale, lease, sublease, license or other disposition of any of the material assets (whether tangible or intangible) or material properties of the Company, including the sale of any accounts receivable of the Company, or any creation of any Lien (other than a Permitted Lien) in such material assets or material properties; (m) loan by the Company to any Person, incurring by the Company of any indebtedness for borrowed money, guaranteeing by the Company of any indebtedness for borrowed money, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and there has not business expenses in the ordinary course of business consistent with past practices; (n) waiver or release of any material right or claim, including any material write-off, discount or other compromise of any account receivable; (o) the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or its affairs; (p) notice of any claim or potential claim of ownership by any Person other than the Company of the Company Intellectual Property owned by or developed or created by the Company or of infringement by the Company of any other Person’s Intellectual Property Rights; (q) issuance or sale, or Contract to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing; (r) (i) sale or license of any Company Intellectual Property or execution of any agreement with respect to the Company Intellectual Property with any Person or with respect to the Intellectual Property Rights of any Person (other than the sale or license of the Company’s products in the ordinary course of business consistent with past practices pursuant to the Company’s standard form agreements, which have been provided to Parent), or (ii) purchase or license of any Material Adverse Change Intellectual Property Rights or execution of any agreement with respect to the Intellectual Property Rights of any Person, (iii) agreement with respect to the development of any Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights to the Company; (s) circumstance, change, event or change (whether alone or with effect of any other event or change) character that has had or is reasonably likely to have a Company Material Adverse Effect. Since ; or (t) written or oral agreement by the Balance Sheet Date, the Company has not (a) suffered any damage or destruction toCompany, or loss of, any of its assets or properties (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on, or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 individually or in the aggregate; (e) made or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or in the aggregate; (f) entered into, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement (except for normal salary increases consistent with past practice) or entered into any contracton behalf of the Company, agreement, commitment or arrangement to do any of the foregoing; things described in the preceding clauses (ga) disposed through (s), inclusive, of or permitted the lapse in registration of any Intellectual Property; this Section 3.9 (h) experienced any Material Adverse Change in its Receivables or its accounts payable; (i) changed its accounting methods, systems, policies, principles or practices; (j) incurred, assumed, guaranteed or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory negotiations with Parent and supplies in its representatives regarding the ordinary course of business consistent with past practice; (n) failed to maintain in full force and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside the ordinary course of business that is or would be a Material Contract; (r) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed to any of the foregoingtransactions contemplated by this Agreement).

No Changes. Since the Balance Sheet Datedate of Lorilei's Financial Statements there has not been, the Company has conducted its business occurred or arisen any: (A) Transaction by Xxxxxxx except in the ordinary course and of business as conducted on that date; (B) Capital expenditure by Xxxxxxx, either individually or in a manner consistent with past practicethe aggregate exceeding $5,000; (C) Destruction, and there has not been any Material Adverse Change or event or change (whether alone or with any other event or change) that has had or is reasonably likely to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not (a) suffered any damage or destruction to, or loss of, of any assets (including without limitation intangible assets) of its assets or properties Xxxxxxx (whether or not covered by insurance) individually or in the aggregate in excess of $25,000; (b) permitted the imposition of a Lien (other than Permitted Liens) on), or disposed of, leased, transferred, mortgaged or assigned any of its assets; (c) terminated, modified or entered into any Material Contract or canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under any Material Contract; (d) cancelled, waived, released or otherwise compromised any trade debt, receivable, right or claim exceeding $25,000 either individually or in the aggregate; , exceeding $5,000; (eD) made Labor trouble or committed (in a binding manner) to make any capital expenditures or capital additions or betterments in excess claim of $25,000 individually or in the aggregate; (f) entered intowrongful discharge, adopted, amended (except as may be required by Law and except for immaterial amendments) or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance sexual harassment or other employee benefit agreements, trusts, plans, funds unlawful labor practice or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement action; (except for normal salary increases consistent with past practiceE) or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) disposed of or permitted the lapse in registration of any Intellectual Property; (h) experienced any Material Adverse Change in its Receivables accounting methods or its accounts payable; practices (i) changed its accounting methods, systems, policies, principles including any change in depreciation or practices; (j) incurred, assumed, guaranteed amortization policies or discharged any Debt; (k) modified the Company Charter Documents; (l) issued, sold or otherwise permitted to become outstanding any capital stock, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock; (m) made any capital investment inrates, any loan tochange in policies in making or reversing accruals, or any change in capitalization of software development costs) by Xxxxxxx; (F) Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of Xxxxxxx, or any direct or indirect redemption, purchase or other acquisition of the securities or assets by Xxxxxxx of any of its shares; (G) Increase in the salary or other Person compensation payable or to become payable by Xxxxxxx to any of its officers, directors or employees, or the declaration, payment, or commitment or obligation of any kind for the payment, by Xxxxxxx, of a bonus or other additional salary or compensation to any such person; (H) Acquisition, sale or transfer of any asset of Xxxxxxx except in the ordinary course of business; (I) Formation, amendment or termination of any distribution agreement or any material contract, agreement or license to which Xxxxxxx is a party, other than acquisitions termination by Xxxxxxx pursuant to the terms thereof; (J) Loan by Xxxxxxx to any person or entity, or guaranty by Xxxxxxx of inventory and supplies any loan except for expense advances in the ordinary course of business consistent with past practice; ; (nK) failed Waiver or release of any material right or claim of Xxxxxxx, including any write-off or other compromise of any material account receivable of Xxxxxxx; (L) The notice or, to maintain Lorilei's Knowledge, commencement or threat of commencement of any governmental proceeding against or investigation of Xxxxxxx or its affairs; (M) Other event or condition of any character that has or would, in full force Lorilei's reasonable judgment, be expected to have a Material Adverse Effect on Xxxxxxx; (N) Issuance, sale or redemption by Xxxxxxx of any of its shares or of any other of its securities other than issuances of shares of common stock pursuant to outstanding Options and effect insurance policies on its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance Warrants; (O) Change in effect on the Balance Sheet Date; (o) encountered any labor union organizing activity pricing or had any actual royalties set or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (p) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (q) entered into any Contract outside charged by Xxxxxxx except for discounts extended in the ordinary course of business consistent with past practice; (P) Any event that is if occurring or undertaken during the interim between the execution of this Agreement and its Closing or earlier termination, would be a Material Contracthave required disclosure to AmeriNet pursuant to Section 4.1; or (rQ) adopted a plan Negotiation or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; or (s) authorized, agreed, resolved or committed by Xxxxxxx to do any of the foregoingthings described in the preceding clauses (A) through (Q) (other than negotiations with AmeriNet and its representatives regarding the transactions contemplated by this Agreement).