Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of the Disclosure Schedule, since the Audited Financial Statements Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: i) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and/or SMC Group Companies other than related to information technology; ii) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity security, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companies; iii) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the Company and/or the SMC Group Companies otherwise than in the Ordinary Course of Business; iv) any acquisition (by merger, consolidation or other combination, or acquisition of shares or assets or otherwise) by the Company and/or SMC Group Companies other than over INR 41 million for each such acquisition; v) any change in any method of accounting or accounting practice used by the Company and/or SMC Group Companies, other than such changes as are required by Indian GAAP; vi) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, share option, share purchase or other employee benefit plan (other than any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable or to become payable to any officers of the Company and/or SMC Group Companies, other than in the Ordinary Course of Business; vii) any issuance by the Company and/or SMC Group Companies of any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 4.8 of the Company Disclosure Schedule, since the Audited Financial Statements Date and through the date of this Agreement, Balance Sheet Date: (i) the Company and SMC Group Companies Parties have conducted its their business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business, and there has not been any event or occurrence which has had or would be reasonably likely to have a Material Adverse Effect, and (ii) the Company Parties have not taken any of the actions listed in clauses (i) through (xxii) of Section 6.1(b). Since Except as disclosed in Section 4.8 of the Company Disclosure Schedule, since the Balance Sheet Date, the Company Parties have conducted their business in the Ordinary Course of Business and, since such date through the date of this Agreementdate, there has not been, occurred or arisen: i(a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and/or SMC Group Companies other than related to information technologyCompany; ii(b) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of Company Capital Stock, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesof any shares of Company Capital Stock or any split, combination or reclassification of any shares of Company Capital Stock; iii(c) other than sales of products and services to customers in the Ordinary Course of Business, any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, pledge assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of any Company Party having a value, on an annual basis, in excess of $100,000 individually, or $250,000 in the aggregate; (d) any sale, assignment, transfer, abandonment or lapse of any Government Licenses, or disclosure of any proprietary confidential information to any Person who is not subject to a written confidentiality agreement in favor of any Company and/or the SMC Group Companies otherwise Party, or grant of any license or sublicense of any rights under or with respect to any Proprietary Rights other than non-exclusive licenses granted to end-user customers in the Ordinary Course of Business; iv(e) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the any Company and/or SMC Group Companies Party of any corporation, partnership or other than over INR 41 million for each such acquisitionbusiness organization, or any division thereof; v(f) any change in any method of accounting or accounting practice used by the Company and/or SMC Group CompaniesCompany, other than such changes except as are required by Indian GAAP; vi(g) any written, or to the Company’s Knowledge, oral notice that any customer, distributor or reseller listed in Section 4.8(g) of the Company’s Disclosure Schedule will stop, decrease or alter in any material adverse respect its business relationship with a Company Party; (h) a Material Adverse Effect; (i) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, share stock option, share stock purchase or other employee benefit plan (other than any such increases required under the applicable terms of any such plan or Applicable Law)plan, or any other increase in the compensation salary or bonus payable or to become payable to any officers or employees of the any Company and/or SMC Group Companies, Party (other than in the Ordinary Course of Business; viiBusiness in connection with normally recurring periodic reviews or increases and, in any event, not in excess of 5% of such individual’s prior compensation or benefits); (j) except upon exercise of Company Options or Warrants in accordance with their respective terms on the date hereof, any issuance by the Company and/or SMC Group Companies of any Securities equity securities or any securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity sharessecurities; (k) any acceleration, termination, material modification or cancellation of any Listed Contract; (l) any creation, incurrence, assumption or guarantee of any Debt in excess of $250,000 in the aggregate, any mortgage or pledge of any of the Company’s or any Subsidiary’s property or assets or the creation of any Encumbrance on any of the Company’s or any Subsidiary’s property or assets; (m) any prepayment of any Debt other than in the Ordinary Course of Business or as required under this Agreement; (n) any amendment or authorization to amend the Company’s charter or its bylaws; (o) any Tax election, change of annual Tax accounting period, adoption or change in any method of Tax accounting, extension or waiver of any applicable statute of limitations with respect to Taxes, any filing of any amended Tax Returns, entry into any closing agreement in respect of or settlement of any Tax claim, audit or assessment, or surrender of any right to claim a Tax refund, offset or other reduction in Tax liability; (p) any investment in any other person or entity or any waiver or release of any right material to the Company or any Subsidiary; (q) any capital expenditure in excess of $50,000 per item or $250,000 in the aggregate; (r) the commencement or settlement of any Action; (s) any application for or receipt of a Government Grant; or (t) any agreement, other than this Agreement, to take any actions specified in this Section 4.8.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of Between the Disclosure Schedule, since the Audited Financial Statements Balance Sheet Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: (a) any event or condition of any kind or character that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) any issuance of (i) Company Capital Stock, other than pursuant to the exercise of a Company Option, (ii) any material damage tooptions, warrants, rights of conversion or destruction other rights, agreements, arrangements or loss of, any of the material assets or properties of commitments obligating the Company and/or SMC Group Companies to issue, deliver or sell any Company Capital Stock or (iii) any notes, bonds or other than related to information technologydebt security; ii(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of Company Capital Stock, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesof any shares of Company Capital Stock; iii(d) any sale, pledge, assignment, transfertransfer of ownership, or lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfertransfer ownership of, or lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the assets of the Company and/or the SMC Group Companies otherwise having a value, in any individual case, in excess of $50,000 or an aggregate value in excess of $100,000 (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or in connection with the Contemplated Transactions), or any exclusive license of any Owned Company IP, or exclusive license to the Company of any Proprietary Rights (other than with respect to Standard Agreements); iv(e) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the Company and/or SMC Group Companies of any corporation, partnership or other than over INR 41 million for each such acquisitionbusiness organization, or any division thereof; v(f) any material change in any method of financial accounting or financial accounting practice used by the Company and/or SMC Group CompaniesCompany, other than such changes as are required by Indian GAAP; vi(g) any material Tax election (including any change in any material Tax election) or incurrence of a material Tax Liability arising outside the ordinary course of business; (h) except as required by applicable Law or the terms of any Company Benefit Plan, (i) any increase in the compensation and benefits, including the annual base salary or establishment annual bonus opportunity, of any bonusCompany Service Provider, insuranceother than immaterial increases for employees in the ordinary course of business consistent with past practice and up to $50,000 (ii) any granting or promise of any equity or equity-linked awards, bonuses or any severance, deferred compensationchange of control, pensionretention, retirementtermination or similar compensation or benefits to any Company Service Provider, profit sharing(iii) adoption of, share optionor amendment or termination of, share purchase any Company Benefit Plan, (iv) taking any action to accelerate the vesting of, or other employee payment of, any compensation or benefit plan under any Company Benefit Plan (other than in connection with the Contemplated Transactions) or (v) any such increases required under other material change in the applicable employment or service terms for any Company Service Provider, including, (A) hiring of any such plan new employee or Applicable Law(B) termination, without cause, of the employment or engagement of any Company Service Provider; (i) any material incurrence of Debt; (j) any discharge or satisfaction of any Encumbrance or payment of any Debt or Liability (other than Debt or Liabilities paid in the ordinary course of business consistent with past practice), prepayment of any amount of Debt or imposition of any Encumbrance (other increase than Permitted Encumbrances) on the Company’s properties or assets; (k) any waiver, cancellation, compromise or release of any rights or claims of material value, whether or not in the compensation payable ordinary course of business, excluding the lapse, cancellation or to become payable to any officers abandonment of immaterial Registered Proprietary Rights, which, in the Company’s reasonable business judgement, were not necessary for the operation of the Company and/or SMC Group Companies, Business; (l) any changes in the Company’s cash management customs and practices other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice (including with respect to maintenance of working capital balances, collection of accounts receivable, and payment of accounts payable); (m) the institution or settlement of any Action; viior (n) any issuance by the Company and/or SMC Group Companies of agreement, other than this Agreement, to take any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;actions specified in this Section 4.9.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 Between the date of the Disclosure Schedule, since the Latest Audited Financial Statements Date Balance Sheet and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreementexcept as set forth on Schedule 4.7, there has not been, occurred or arisen: (a) a Company Material Adverse Effect; (b) any issuance or sale of (i) capital stock or Rights of any material damage toGroup Company, except upon the exercise of Company Options or destruction or loss of, (ii) any Rights of the material assets or properties of the Company and/or SMC any Group Companies other than related to information technologyCompany; ii(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares shares of capital stock or Securities or other equity securityRights of any Group Company, or any redemption, repurchase or other acquisition by the any Group Company and/or SMC of any shares of capital stock or Rights of any Group CompaniesCompany; iii(d) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the assets of any Group Company and/or having a value, in any individual case, in excess of $100,000 or $500,000 in the SMC aggregate (other than licenses granted in the ordinary course of business pursuant to customer Contracts); (e) any sale, assignment, transfer or license, or agreement to sell, assign, transfer or license, any material Group Companies otherwise Company IP Rights, other than in the Ordinary Course ordinary course of Businessbusiness; iv(f) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the any Group Company and/or SMC Group Companies of any corporation, partnership, limited liability company, joint venture or other than over INR 41 million business organization, or any division thereof or interest therein, for each such acquisitionconsideration, in any individual case, in excess of $300,000; v(g) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by any Group Company outside the Company and/or SMC Group Companiesordinary course of business, other than such changes as are required by Indian GAAPGAAP or Tax Law, as applicable; vi(h) any increase material Tax election (including any change in or establishment election) outside the ordinary course of business; (i) any filing of any bonusamended Tax Returns or claims for refund, insuranceagreement or settlement of any claim, severance, deferred compensation, pension, retirement, profit sharing, share option, share purchase assessment or other employee benefit plan controversy or any closing agreement as described in Code Section 7121 (other than or any such increases required under the applicable terms similar provision of any such plan state, local or Applicable foreign Law), or any other increase in extension or waiver of the compensation payable or to become payable limitation period applicable to any officers claim or assessment, in each case in respect of material Taxes; (j) any liability incurred for Taxes outside the Company and/or SMC Group Companies, ordinary course of business; (k) waiver or release of any material rights or material claims; (l) any capital expenditures or commitments therefor (other than in the Ordinary Course ordinary course of Businessbusiness and in amounts sufficient to support ongoing business operations); (m) loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $200,000 in the aggregate; (n) institution or settlement of any claim or lawsuit involving equitable or injunctive relief or the payment by or on behalf of any Group Company of more than $200,000 in the aggregate; viior (o) any issuance by the Company and/or SMC Group Companies of Contract, other than this Agreement, to take any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;actions specified in this Section 4.7.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of the Disclosure Schedule, since the Audited Financial Statements Date and through the date of this Agreement, the Company and SMC ▇▇▇ Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: i) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and/or SMC ▇▇▇ Group Companies other than related to information technology; ii) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity security, or any redemption, repurchase or other acquisition by the Company and/or SMC ▇▇▇ Group Companies; iii) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the Company and/or the SMC ▇▇▇ Group Companies otherwise than in the Ordinary Course of Business; iv) any acquisition (by merger, consolidation or other combination, or acquisition of shares or assets or otherwise) by the Company and/or SMC ▇▇▇ Group Companies other than over INR 41 million for each such acquisition; v) any change in any method of accounting or accounting practice used by the Company and/or SMC ▇▇▇ Group Companies, other than such changes as are required by Indian GAAP; vi) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, share option, share purchase or other employee benefit plan (other than any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable or to become payable to any officers of the Company and/or SMC ▇▇▇ Group Companies, other than in the Ordinary Course of Business; ; vii) any issuance by the Company and/or SMC ▇▇▇ Group Companies of any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares; viii) any termination, cancellation or any modification of a material term of any Listed Contracts, other than this Agreement.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed set forth in Section 2.7 3.8 of the Company Disclosure Schedule, since the Audited Financial Statements Balance Sheet Date and through to the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only other than in the Ordinary Course ordinary course of Business. Since such date through the date of this Agreementbusiness, there has not been, occurred or arisen: i(a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and/or SMC Group Companies other than related to information technologyor any of its Subsidiaries; ii(b) (i) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of the Stock (other than Tax distributions made prior to the Company’s conversion to a C- corporation within the meaning of Internal Revenue Code Section 1361(a)(2)) or any Shares other capital stock of the Company, (ii) any split, combination or Securities reclassification of the outstanding shares of Stock or other equity security, or (iii) any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesor any of its Subsidiaries of shares of Stock, any other capital stock of the Company or any Stock Rights of the Company; iii(c) any sale, pledge, assignment, transfer, lease, guaranteelicense, encumbrance, license Encumbrance or other disposition, or agreement to sell, pledge, assign, transfer, lease, guaranteelicense, encumber, license Encumber or otherwise dispose of, any property, asset or interest therein of the assets of the Company and/or the SMC Group Companies otherwise than or any of its Subsidiaries (i) having a value, in any individual case or in the Ordinary Course aggregate, in excess of Business$100,000 or (ii) other than non-exclusive licenses of the Company Products to customers in the ordinary course of business consistent with past practices; iv(d) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the Company and/or SMC Group Companies other than over INR 41 million for each such acquisitionor any of its Subsidiaries of any Person or any business; v(e) any liquidation, restructuring or reorganization of the Company or any of its Subsidiaries; (f) any change in any method of accounting or accounting practice used by the Company and/or SMC Group Companiesor any of its Subsidiaries, other than such changes as are required by Indian GAAP; vi(g) (i) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company or any of its Subsidiaries, except any employment agreement providing for compensation (including salary and guaranteed bonus payments) of less than $150,000 per annum; (ii) any increase in the compensation payable, or establishment to become payable, by the Company or any of its Subsidiaries to any directors or officers of the Company or any of its Subsidiaries; (iii) any payment of or provision for any bonus, insurancestock option, severancestock purchase, profit sharing, deferred compensation, pension, retirementretirement or other similar payment or arrangement to any Company Employee, profit sharingor any director or officer of the Company or any of its Subsidiaries or (iv) any increase in the coverage or benefits available under any severance pay, share optiontermination pay, share purchase vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than, in the case of clauses (ii), (iii) and (iv) of this Section 3.8(g), normal increases in the ordinary course of business consistent with past practice, and except, in the case of clause (iii) of this Section 3.8(g), to the extent that the Company or any of its Subsidiaries is contractually obligated to do so or required to do so by applicable Law; (h) any amendment to the Company Certificate of Incorporation or Company Bylaws, or the organizational documents of any of the Company’s Subsidiaries; (i) any issuance of any capital stock or other equity securities or any Stock Rights by the Company or any of its Subsidiaries, except for (i) the issuance of shares of Stock pursuant to the exercise of Stock Options and (ii) the issuance of Stock Options with an exercise price equal to the fair market value (as determined in good faith compliance with the Department of the Treasury guidance issued as of the date of such grant under Section 409A of the Internal Revenue Code) to employees in the ordinary course of business; (j) any entry into any joint ventures, strategic partnerships or alliances by the Company or any Subsidiary; (A) any incurrence of or entry into any agreement to incur any Debt or guarantee any Debt, (B) any issuance or sale of any debt securities or warrants or rights to acquire any debt securities of the Company or any of its Subsidiaries, (C) any entry into any “keep well” or other agreement to maintain the financial condition of any other Person or (D) any entry into any arrangement having the economic effect of any of the foregoing; (l) other than advances to employees for business and relocation expenses that are incurred in the ordinary course of business, any making any loans or advances to, guarantees for the benefit of, or investments in, any Person by the Company or any of its Subsidiaries; (m) any capital expenditures by the Company or any of its Subsidiaries in excess of $100,000 individually or $200,000 in the aggregate; (n) any transfer or license to any Person of any rights to any of the Company Intellectual Property or Third Party Intellectual Property (other than non-exclusive licenses of the Company Products to customers in the ordinary course of business consistent with past practice) or any such increases required under material impairment to the applicable value of, or material failure to maintain any of, the Company Intellectual Property or Third Party Intellectual Property; (o) any payment, discharge or satisfaction of any claims or Liabilities by the Company or any of its Subsidiaries, other than the payment of accounts payable in the ordinary course of business consistent with past practice or of claims or Liabilities reflected or reserved against in, or contemplated by, the Company Financial Statements; (p) any entry by the Company or any of its Subsidiaries into any Contract which may not be canceled without penalty by the Company upon notice of thirty (30) days or less or which (i) provides for payments to the Company or its Subsidiaries in an amount in excess of $75,000 per annum, (ii) provides for payments by the Company or any of its Subsidiaries in an amount in excess of $75,000 per annum or, with respect to agreements with any one Person and Affiliates thereof, $150,000 per annum when aggregated together, or (iii) involves any exclusive terms of any such plan kind, other than (A) in the case of clause (i), Contracts with clients, partners and service providers entered into in the ordinary course of business consistent with past practices, and (B) Contracts with respect to capital expenditures referred to above; (q) any settlement by the Company or Applicable Law)any of its Subsidiaries of any claim, demand, grievance, arbitration or litigation for amounts in excess of $25,000 individually or $75,000 in the aggregate or that involves an admittance of wrongdoing; (r) with respect to the Company or any of its Subsidiaries, any making or revocation of any Tax election other than those Tax elections as are consistent with past practice, any agreement to any settlement or compromise regarding any Tax liability or any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Returns or Tax claims, any amendment of any Tax Returns, or any other increase in the compensation payable obtaining of or filing for any rulings with respect to become payable Taxes; (s) any revaluation of any assets or change to any officers of accounting principles or practices, depreciation or amortization policies or rates used by the Company and/or SMC Group Companiesor any of its Subsidiaries, or any change to assumptions underlying or methods of calculating any doubtful account, contingency or other reserves; or (t) any event or condition of any kind or character that has had, or is reasonably likely to have, a Material Adverse Effect; (u) the entering into any Contract by the Company or any of its Subsidiaries, other than this Agreement, to take any actions specified in the Ordinary Course of Business; vii) any issuance by the Company and/or SMC Group Companies of any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;this Section 3.8.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of Agreement, between the Disclosure Schedule, since the Audited Financial Statements Balance Sheet Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: (a) any event or condition of any kind or character that has had a Material Adverse Effect; (b) any issuance of (i) any material damage tocapital stock of the Company, except upon the exercise of Company Options, Company Warrants or upon the conversion of Company Preferred Stock into Company Common Stock, or destruction (ii) any options, warrants, rights of conversion or loss ofother rights, agreements, arrangements or commitments obligating the Company to issue, deliver or sell any capital stock of the material assets or properties of the Company and/or SMC Group Companies other than related to information technologyCompany; ii(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of capital stock of the Company, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesof any shares of capital stock of the Company; iii(d) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein assets of the Company and/or the SMC Group Companies otherwise other than (i) Inventory in the Ordinary Course ordinary course of Businessbusiness or (ii) fixed assets having a value no greater than $10,000 individually, or $25,000 in the aggregate; iv(e) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the Company and/or SMC Group Companies of any corporation, partnership or other than over INR 41 million for each such acquisitionbusiness organization, or any division thereof; v(f) any change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company and/or SMC Group CompaniesCompany, other than such changes as are required by Indian GAAPGAAP or Tax Law, as applicable; vi(g) any Tax election (including any change in election); (h) except as set forth in Section 4.8(h) of the Company Disclosure Schedule, (i) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company, except any employment agreement providing for compensation of less than $10,000 per annum; (ii) any increase in the compensation payable, or establishment to become payable, by the Company to any directors, officers, Company Employees, agents or representatives; (iii) any payment of or provision for any bonus, insurancestock option, severancestock purchase, profit sharing, deferred compensation, pension, retirement, profit sharing, share option, share purchase retirement or other employee benefit plan similar payment or arrangement by the Company; or (other than iv) any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable coverage or benefits available under any benefit plan, payment or arrangement made to, for or with such directors, officers, Company Employees, agents or representatives, other than which are made pursuant to a contractual obligation or are required by applicable Law; (i) any amendment or become payable subject to any officers Contract material to the Company, other than as set forth in Section 4.15 of the Company and/or SMC Group CompaniesDisclosure Schedule; (j) any capital expenditure or commitment therefor in excess of $10,000 individually or $25,000 in the aggregate; (k) any changes by the Company in the conduct of its cash management customs and practices, including, without limiting, implementing any actions to accelerate the collection of Accounts Receivable or delay the payment of Accounts Payable; (l) any agreement, other than this Agreement, to take any actions specified in the Ordinary Course of Business; vii) any issuance by the Company and/or SMC Group Companies of any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;this Section 4.8.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of Between the Disclosure Schedule, since the Audited Financial Statements Balance Sheet Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: (a) any event or condition of any kind or character that has had or would reasonably be expected to have a Material Adverse Effect; (b) any amendment or change in the Company Certificate of Incorporation, the Company Bylaws (or other comparable charter document); (c) any issuance of (i) Company Capital Stock, except upon the exercise of Company Options, (ii) any material damage tooptions, warrants, rights of conversion or destruction other rights, agreements, arrangements or loss of, any of the material assets or properties of commitments obligating the Company and/or SMC Group Companies to issue, deliver or sell any Company Capital Stock or (iii) any notes, bonds or other than related to information technologydebt security; ii(d) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of Company Capital Stock, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesof any shares of Company Capital Stock; iii(e) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license lease or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license lease or otherwise dispose of, any property, asset or interest therein of the fixed assets of the Company and/or the SMC Group Companies otherwise than having a value, in the Ordinary Course any individual case, in excess of Business$20,000 or any exclusive license of any Company IP; iv(f) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the Company and/or SMC Group Companies of any corporation, partnership or other than over INR 41 million for each such acquisitionbusiness organization, or any division thereof; v(g) any material change in any method of financial accounting or financial accounting practice used by the Company and/or SMC Group CompaniesCompany, other than such changes as are required by Indian GAAP; vi(h) (A) any increase material Tax election (including any change in a Tax election) which is inconsistent with the Company’s past practive, (B) any change (or establishment request to change) of any bonusmethod of Tax accounting, insurance(C) any entering into or amendment of (or request to enter into or amend) any agreement, severancesettlement or compromise with any Tax Authority with respect to any Tax liability, deferred compensation, pension, retirement, profit sharing, share option, share purchase (D) any filing or amendment of any income or other employee benefit plan (other than any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable or to become payable to any officers of the Company and/or SMC Group Companiesmaterial Tax Return, other than in the Ordinary Course of Business; viiCompany’s original 2017 federal and state income Tax Returns, (E) any issuance by the Company and/or SMC Group Companies surrender of any Securities convertibleright to claim a refund, exchangeable or exercisable into any equity securities or warrants, options offset or other rights to acquire equity shares;reduction of an amount of Taxes,

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of Agreement, between the Disclosure Schedule, since the Audited Financial Statements Balance Sheet Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: (a) any event or condition of any kind or character that has had or would reasonably be expected to have a Material Adverse Effect; (b) any issuance of (i) any material damage toCompany Capital Stock, except upon the exercise of Company Options or upon the conversion of Company Preferred Stock into Company Common Stock, or destruction (ii) any options, warrants, rights of conversion or loss ofother rights, any of the material assets agreements, arrangements or properties of commitments obligating the Company and/or SMC Group Companies other than related to information technologyissue, deliver or sell any Company Capital Stock; ii(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of Company Capital Stock, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companiesof any shares of Company Capital Stock; iii(d) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the fixed assets of the Company and/or the SMC Group Companies otherwise than having a net book value, in any individual case, in excess of $50,000 or in the Ordinary Course aggregate in excess of Business$250,000; iv(e) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the Company and/or SMC Group Companies of any corporation, partnership or other than over INR 41 million for each such acquisitionbusiness organization, or any division thereof; v(f) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company and/or SMC Group CompaniesCompany, other than such changes as are required by Indian GAAPGAAP or Tax law, as applicable; vi(g) any material Tax election (including any change in election); (i) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company, except any employment agreement providing for compensation of less than $100,000 per annum; (ii) any increase in the compensation payable, or establishment to become payable, by the Company to any directors or officers of the Company; (iii) any payment of or provision for any bonus, insurancestock option, severancestock purchase, profit sharing, deferred compensation, pension, retirement, profit sharing, share option, share purchase retirement or other employee benefit plan similar payment or arrangement to any director or officer of the Company; or (other than iv) any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable coverage or to become payable to benefits available under any officers of the benefit plan, payment or arrangement made to, for or with such directors, officers, Company and/or SMC Group CompaniesEmployees, agents or representatives, other than increases, payments or provisions which are in normal amounts and are made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, or which are made pursuant to a contractual obligation or are required by applicable Law; viior (i) any issuance by the Company and/or SMC Group Companies of agreement, other than this Agreement, to take any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;actions specified in this Section 4.8.

Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed set forth in Section 2.7 4.8 of the Company Disclosure Schedule, since between the Audited Financial Statements Balance Sheet Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen: (a) any event or condition of any kind or character that has had or is reasonably expected to have a Material Adverse Effect; (b) any issuance of (i) capital stock of any material damage toAcquired Company, except upon the exercise of Company Options or upon the conversion of Company Preferred Stock into Company Common Stock, (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Acquired Company to issue, deliver or sell any capital stock of any Acquired Company, or destruction (iii) any notes, bonds or loss of, any of the material assets or properties of the Company and/or SMC Group Companies other than related to information technologydebt security; ii(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity securityshares of capital stock of any Acquired Company, or any redemption, repurchase or other acquisition by the any Acquired Company and/or SMC Group Companiesof any shares of capital stock of any Acquired Company; iii(d) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the fixed assets of any Acquired Company and/or the SMC Group Companies otherwise than having a value, in the Ordinary Course any individual case, in excess of Business$100,000 or any exclusive license of any Proprietary Rights of any Acquired Company; iv(e) any acquisition (by merger, consolidation or other combination, or acquisition of shares stock or assets or otherwise) by the any Acquired Company and/or SMC Group Companies of any corporation, partnership or other than over INR 41 million business organization, or any division thereof, for each such acquisitionconsideration, in any individual case, in excess of $100,000; v(f) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company and/or SMC Group Companiesany Acquired Company, other than such changes as are required by Indian GAAPGAAP or Tax law, as applicable; vi(g) any material Tax election (including any change in election); (h) (i) any employment, deferred compensation, severance or similar agreement entered into or amended by any Acquired Company, except any employment agreement providing for compensation of less than $100,000 per annum; (ii) any increase in the compensation payable, or establishment to become payable, by any Acquired Company to any directors or officers of such Acquired Company or any other employee earning cash compensation in excess of $100,000 per year; (iii) any payment of or provision for any bonus, insurancestock option, severancestock purchase, profit sharing, deferred compensation, pension, retirement, profit sharing, share option, share purchase severance or other employee benefit plan (other than similar payment or arrangement to any such increases required under the applicable terms director or officer of any such plan or Applicable Law), Acquired Company or any other employee earning cash compensation in excess of $100,000 per year; (iv) any increase in the compensation payable coverage or to become payable to benefits available under any officers of the benefit plan, payment or arrangement made to, for or with such directors, officers, Company and/or SMC Group CompaniesEmployees, agents or representatives, other than increases, payments or provisions which are in normal amounts and are made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, or which are made pursuant to an existing contractual obligation or are required by applicable Law; viior (v) any issuance by material adverse change to the Company and/or SMC Group Companies funded status of any Securities convertible, exchangeable defined benefit pension plan subject to Title IV of ERISA and Section 412 of the Code or exercisable into any equity securities or warrants, options material change to any actuarial or other rights assumptions used to acquire equity shares;calculate funding obligations with respect to any Company Benefit Plan or any change in the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable Law; or (i) any agreement, other than this Agreement, to take any actions specified in this Section 4.8.