Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. Part 3.8 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related to the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned or used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Target Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope any Target Company; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Shareholders, is held by any employee of any Target Company and relates to or is useful in connection with the business of the Target Company. Cellatope has The Shareholders have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.16 of the Target Disclosure Schedule: (i) the applicable Target Company is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure by the applicable Target Company to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule. Cellatope ; (iii) no Target Company has not ever received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Target Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Target Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable each Target Company to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope each of the Target Companies to own and use the Acquired Assets its respective assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of each of the Members and the Seller, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope has The Members and the Seller have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.16 of the Seller Disclosure Schedule: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure by the Seller to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.12 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related any of the Parent Entities that relates directly or indirectly to the Acquired AssetsEnterprise Search Business, the ownership or use of any of the Covered Assets or the performance of any of the Assumed Contracts. Cellatope Parent has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.12 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each To the knowledge of the Sellers, each Governmental Authorization identified or requited required to be identified in Part 3.8 2.12 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Each of the Parent Entities is and has at all times been in full compliance with all of the terms and requirements of each material Governmental Authorization identified or required to be identified in Part 3.8 2.12 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledgethe knowledge of the Sellers, no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (Aa) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any material Governmental Authorization identified or required to be identified in Part 3.8 2.12 of the Cellatope Disclosure Schedule, or (Bb) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in of any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.12 of the Cellatope Disclosure Schedule. Cellatope None of the Parent Entities has not ever received any written notice or or, to the knowledge of the Sellers, any other written communication (from any Governmental Body or any other Person regarding (Aa) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any material Governmental Authorization primarily related identified or required to be identified in Part 2.12 of the Acquired AssetsDisclosure Schedule, or (Bb) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in of any material Governmental Authorization identified or required to be identified in Part 2.12 of the Disclosure Schedule. All applications required to have been filed for the renewal of the material Governmental Authorizations required to be identified in Part 2.12 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect of any to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.12 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Parent Entities to conduct the Enterprise Search Business in the manner in which the Enterprise Search Business is currently being conducted, and (ii) to permit Cellatope the Parent Entities to own and use the Acquired Covered Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Disclosure Schedule identifies each material Governmental Authorization that is held by Cellatope the Seller or any employee of Seller and is related relates primarily to the Acquired AssetsDialog Server Product Business. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the material Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each material Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule. Cellatope The Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization in connection with the Dialog Server Product Business. All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Disclosure Schedule constitute all of the material Governmental Authorizations necessary (i) to enable the Seller to conduct the Dialog Server Product Business as conducted by Seller immediately prior to Closing, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently have been owned or usedand used immediately prior to Closing.

Governmental Authorizations. Part 3.8 of the Cellatope Disclosure Schedule identifies each The Acquired Corporations hold all Governmental Authorization that is held by Cellatope and is related Authorizations necessary to enable the Acquired Assets. Cellatope has delivered Corporations to Cypress accurate and complete copies of all of conduct their respective businesses in the manner in which such businesses are currently being conducted, except where the failure to hold such Governmental Authorizations identified has not had, and based on applicable Legal Requirements as in Part 3.8 of effect on the Cellatope Disclosure Scheduledate hereof would not reasonably be expected to have, including all renewals thereof and all amendments theretoa Material Adverse Effect on the Acquired Corporations. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is valid Acquired Corporation is, and in full force and effect. Cellatope is and has at all times been since January 1, 1998 has been, in full substantial compliance with all of the terms and requirements of each such Governmental Authorization identified or required Authorizations, except where the failure to be identified in Part 3.8 compliance with the terms and requirements of such Governmental Authorizations has not had, and based on applicable Legal Requirements as in effect on the Cellatope Disclosure Schedule, except to the extent any such noncompliance could date hereof would not reasonably be expected to have have, a material adverse effect Material Adverse Effect on the Acquired Assets or on the rights or ability Corporations. Since January 1, 1998, none of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event Corporations has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (Aa) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any material Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (Bb) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in of any material Governmental Authorization. Part 2.15(b) of the Company Disclosure Schedule describes the material terms of each currently active grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations from any Governmental Body. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each currently active grant, incentive and subsidy identified or required to be identified in Part 2.15(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify, any currently active grant, incentive or subsidy identified or required to be identified in Part 2.15(b) of the Company Disclosure Schedule. Tax Matters. Each Tax Return required to be filed by or on behalf of the respective Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "Acquired Corporation Returns") (i) has been or will be filed on or before the applicable due date, as extended by such Governmental Body, and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Acquired Corporations (i) had no unpaid Taxes as of June 30, 2000 and no benefit for the Acquired Corporations' deferred tax assets has been recognized and (ii) will not exceed by any amount the reserve for tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) as set forth on the Unaudited Interim Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Acquired Corporations in filing their Tax Returns. Since September 30, 1999, none of the Acquired Corporations has incurred any liability for any Tax other than in the ordinary course of its business. Except as set forth in Part 2.16(c) of the Company Disclosure Schedule, with respect to Tax Returns filed with respect to years ending on or before September 30, 1999, no Acquired Corporation Return has been audited, or to the knowledge of the Company examined, by any Governmental Body. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted which is still in effect (by any Acquired Corporation or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the knowledge of the Company, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such Governmental Authorizationnotice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established on the Unaudited Interim Balance Sheet). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code (or any comparable provision of state or foreign Tax laws). None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code (or any comparable provision under state or foreign Tax laws) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. Except as set forth in Part 2.16(e)(i) of the Company Disclosure Schedule, there is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). None of the Acquired Corporations is a party to any Contract to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code. Except as set forth in Part 2.16(e)(ii) of the Company Disclosure Schedule, none of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. Except as set forth in Part 2.16(e)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations is or has ever been a "distributing corporation" within the meaning of Section 355(a)(1) of the Code, and none of the Acquired Corporations has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group the common parent of which was the Company. Employee and Labor Matters; Benefit Plans. Part 2.17(a) of the Company Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or material agreement, whether or not in writing, maintained, sponsored, contributed to or required to be contributed to by any of the Acquired Corporations for the benefit of any current or former employee of any of the Acquired Corporations or pursuant to which any of Parent, Merger Sub or any of the Acquired Corporations could incur liability. (All plans, programs and material agreements of the type referred to in the prior sentence are referred to in this Agreement as the "Plans.") Except as set forth in Part 2.17(a) of the Company Disclosure Schedule, none of the Acquired Corporations maintains, sponsors or contributes to, and none of the Acquired Corporations has maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether or not excluded from coverage under specific Titles or Subtitles of ERISA), for the benefit of any current or former employee or director of any of the Acquired Corporations (a "Pension Plan"). Except as set forth in Part 2.17(a) of the Company Disclosure Schedule, none of the Acquired Corporations maintains, sponsors or contributes to any: (i) employee welfare benefit plan (as defined in Section 3(1) of ERISA), whether or not excluded from coverage under specific Titles or Subtitles of ERISA, for the benefit of any current or former employee or director of any of the Acquired Corporations (a "Welfare Plan"), or (ii) self-funded medical, dental or other similar Plan. None of the Plans identified in the Company Disclosure Schedule is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, the Company has delivered to Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for each of the last three years; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent opinion letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is or has ever been required to be treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. None of the Acquired Corporations has ever been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. None of the Acquired Corporations has ever made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to any subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee or director of any of the Acquired Corporations. No Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee or director of any of the Acquired Corporations after any termination of service of such employee or director (other than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code, (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet, and (iii) benefits the full cost of which are borne by current or former employees or directors of any of the Acquired Corporations (or their beneficiaries)). The Governmental Authorizations identified provisions of Section 4980B of the Code ("COBRA") have been complied with in all material respects with respect to any Plan constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code. Except as set forth in Part 3 8 2.17(i) of the Cellatope Company Disclosure Schedule constitute Schedule, to the knowledge of the Company, each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable opinion letter from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter could be revoked. Except as set forth in Part 2.17(k) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable or provided under any Plan, or result in any acceleration of the time of payment, provision or vesting of any such benefits. Without limiting the generality of the foregoing (and except as set forth in Part 2.17(k) of the Company Disclosure Schedule), the consummation of the Merger will not result in the acceleration of vesting of any unvested Company Options. The Company has delivered to Parent on the date hereof a true and complete list identifying each employee of each of the Acquired Corporations as of the date of this Agreement, and correctly reflects, in all material respects, the current salary and any other compensation payable to such employee (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), such employee's employer, date of hire and position and the principal office of such employee. None of the Acquired Corporations is a party to any collective bargaining contract or other Contract with a labor union involving any of its employees. Except as identified on the list referenced in the first sentence of this Section, there has never been, and to the knowledge of the Company no Person has threatened to commence, any slowdown, work stoppage, labor dispute or union organizing activity or similar activity or dispute. Except as identified on the list referenced in the first sentence of this Section, all of the Governmental Authorizations necessary to permit Cellatope to own and use employees of the Acquired Assets Corporations are "at will" employees. Part 2.17(m) of the Company Disclosure Schedule identifies each employee of any of the Acquired Corporations who is not fully available to perform work because of disability or other leave and sets forth the basis of such disability (to the extent known by the Company) or leave and the anticipated date of such employee's return to full service. Each of the Acquired Corporations is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. Each of the manner Acquired Corporations has good labor relations, and the Company has no knowledge of any facts indicating that (i) the consummation of the Merger or any of the other transactions contemplated by this Agreement will have a material adverse effect on the labor relations of any of the Acquired Corporations, or (ii) except as would not reasonably be expected to result in which they are currently owned a Material Adverse Effect on the Acquired Corporations, any of the employees of any of the Acquired Corporations intends to terminate his or usedher employment with such Acquired Corporation.

Governmental Authorizations. Part 3.8 4.9 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope each Blocker Entity, and is related Blocker has Made Available to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each The Governmental Authorization identified or requited to be Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule is are valid and in full force and effect, and the Governmental Authorizations identified in Part 4.9 of the Disclosure Schedule collectively constitute all Governmental Authorizations necessary to enable the Blocker Entities to conduct their business in the manner in which such business is currently being conducted and currently planned by the Blocker Entities to be conducted in accordance with all applicable Legal Requirements. Cellatope is Each Blocker Entity is, and has at all times been been, in full compliance compliance, in all material respects, with all of the terms and requirements of each the respective Governmental Authorization identified or required to be Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule. No event has occurred that, except to the extent any such noncompliance could not with notice or lapse of time or both, would reasonably be expected to have constitute a material adverse effect on the Acquired Assets default or on the rights or ability violation of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledgeterm, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement provision of any such Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure ScheduleAuthorization. Cellatope No Blocker Entity has not ever received any written notice or other written communication (or, to the Knowledge of Blocker, any oral notice or other oral communication from any Governmental Body or any other Person regarding (Ax) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (By) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization or (z) any failure to obtain or receive any Governmental Authorization. The Each Blocker Entity has filed all applications that are required to have been filed for the obtaining, renewal or upkeep of any Governmental Authorizations identified Authorization on a timely basis, or with appropriate extensions, each with the appropriate Governmental Body and all fees or other amounts required to be paid in Part 3 8 connection therewith have been paid to the appropriate Governmental Body. Each Blocker Entity has filed with the appropriate Governmental Bodies, all material reports, statements, documents, registrations, waivers, filings or submissions required to be filed by it. Each of the Cellatope Disclosure Schedule constitute all of the such reports, statements, documents, registrations, waivers, filings and submissions complied with applicable Legal Requirements, and no deficiencies have been asserted by any Governmental Authorizations necessary Body with respect to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned such reports, statements, documents, registrations, waivers, filings or usedsubmissions that have not been cured.

Governmental Authorizations. Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule identifies sets forth each Governmental Authorization that is held by Cellatope and the Seller that is related applicable to the Acquired conduct of the Business or the ownership or use of any of the Assets. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each To Seller’s Knowledge, each Governmental Authorization identified or requited required to be identified in Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule is valid and in full force and effecteffect as of the Closing Date. Cellatope Except as set forth in Section 2.10 of the Disclosure Schedule: (i) the Seller is and has at all times been in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and and, to Seller’s Knowledge, no condition or circumstance exists, that might would (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 Section 2.10 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Section 2.10 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 Section 2.10 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Business in the manner in which such Business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Seller and Shareholder is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope The Shareholder and the Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 Exhibit 3.17 attached hereto contains a complete and accurate list of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related to the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments theretoCompanies. Each Governmental Authorization identified listed or requited required to be identified in Part 3.8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 is valid and in full force and effect. Cellatope is Each of the Companies is, and has at all times since January 1, 1995, has been in full Material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after ClosingExhibit 3.17 attached hereto. To Cellatope’s knowledge, no No event has occurred, and no condition occurred or circumstance exists, exists that might may (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a Material violation of or a failure to comply with any term or requirement of any Governmental Authorization identified listed or required to be identified in Part 3.8 of the Cellatope Disclosure Schedulelisted on Exhibit 3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of or any modification in any material respect of to any Governmental Authorization identified listed or required to be identified in Part 3.8 listed on Exhibit 3.17. None of the Cellatope Disclosure Schedule. Cellatope Companies has not received received, at any written time since January 1, 1995, any notice or other written communication (from any Governmental Body or any other written Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification in to any material Governmental Authorization. All applications required to have been filed for the renewal of the Governmental Authorizations listed or require to be listed on Exhibit 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made with respect of any to such Governmental AuthorizationAuthorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 collectively constitute all of the Material Governmental Authorizations necessary to permit Cellatope each of the Companies to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit each of the Companies to own and use the Acquired Assets its assets in the manner in which they are it currently owned or usedowns and uses such assets.

Governmental Authorizations. Part 3.8 2.14 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller and is related that relates directly or indirectly to the Acquired AssetsGraphics Business; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Graphics Business of the Seller. Cellatope The Seller has delivered to Cypress Parent accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.14 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.14 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Graphics Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Specified Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 3.13 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller and is related that relates directly or indirectly to the Acquired AssetsLaser Business, including, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. Cellatope The Seller has delivered to Cypress Parent accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 3.13 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 3.13 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 3.13 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 3.13 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to, to the best knowledge of the Seller (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of connection with the Cellatope Disclosure ScheduleLaser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of connection with the Cellatope Disclosure Schedule. Cellatope Laser Business; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to in connection with the Acquired AssetsLaser Business, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization in connection with the Laser Business; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 3.13 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Specified Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.14 of the Cellatope Disclosure Schedule identifies identifies: each Governmental Authorization that is held by Cellatope the Seller that relates to or is used in connection with the Business, excluding the certificate of incorporation, foreign qualifications of Seller and is related to the Acquired Assetslocal business licenses. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.14 of the Disclosure Schedule: (a) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (b) no event has occurred, and no condition or circumstance exists, that might would reasonably be expected to (with or without notice or lapse of time) (Ai) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, or (Bii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule. Cellatope ; (c) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (Ai) any actual, alleged, possible actual or potential alleged violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (Bii) any actual, proposed, possible actual or potential threatened revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (d) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body, excluding the certificate of incorporation, foreign qualifications of Seller and local business licenses. The Excluding the certificate of incorporation, foreign qualifications of Seller and local business licenses, the Governmental Authorizations identified in Part 3 8 2.14 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (A) to enable the Seller to conduct the Business in the manner in which such business is currently being conducted and in the manner in which such business has been proposed by Seller management to be conducted, and (B) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used and in the manner in which they are proposed by Seller management to be owned and used.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the Parent’s, Principal Shareholder’s and the Seller’s knowledge, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope has The Parent, Principal Shareholder and the Seller have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.13 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.13 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The To the best of the Parent’s and the Seller’s Knowledge, the Governmental Authorizations identified in Part 3 8 2.13 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 0 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller and is related that relates directly or indirectly to the Acquired AssetsLaser Business, including, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. Cellatope The Seller has delivered to Cypress Parent accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 0 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 0 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 3.13 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 0 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to, to the best knowledge of the Seller (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of connection with the Cellatope Disclosure ScheduleLaser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of connection with the Cellatope Disclosure Schedule. Cellatope Laser Business; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to in connection with the Acquired AssetsLaser Business, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization in connection with the Laser Business; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 0 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Specified Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller or a Seller Subsidiary; and (b) each other Governmental Authorization that is related held by any employee of the Seller and relates to or is used in connection with the Business. The Seller Parties have delivered to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is Except as set forth in Part 2.11 of the Disclosure Schedule: (i) the Seller and has Seller Subsidiaries are and have at all times since January 1, 2017 been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule; (ii) since January 1, except to 2017, the extent any such noncompliance could not reasonably be expected to Seller and Seller Subsidiaries have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposedalleged, possible or potential revocation, withdrawal, suspension, cancellation, termination or material modification in any material respect of any Governmental Authorization; and (iii) since January 1, 2017, all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller and Seller Subsidiaries to conduct the Business in the manner in which the Business is currently being conducted, and (ii) to permit Cellatope the Seller and Seller Subsidiaries to own and use the Acquired Purchased Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.14 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Sellers; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of each of the General Partners and the Sellers, is held by any employee of the Sellers and relates to or is useful in connection with the business of the Sellers. Cellatope has The General Partners and the Sellers have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is Except as set forth in Part 2.14 of the Disclosure Schedule: (i) the Sellers are and has have at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule. Cellatope has not ; (iii) the Sellers have never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.14 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Sellers to conduct their business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Sellers to own and use the Acquired Assets their assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 2.4 of the Cellatope Disclosure Schedule identifies each Governmental Authorization held by the Seller that is held by Cellatope and is related to necessary for the Acquired use of the Assets. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.4 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.4 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.4 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 Exhibit 3.17 attached --------------------------- hereto contains a complete and accurate list of the Cellatope Disclosure Schedule identifies each material Governmental Authorization that is held by Cellatope the Company and is related to the Acquired AssetsSubsidiaries. Cellatope has delivered to Cypress accurate and complete copies To the Knowledge of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure ScheduleCodina, including all renewals thereof and all amendments thereto. Each each Governmental Authorization identified listed or requited required to be identified in Part 3.8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 is valid and in full force and effect. Cellatope is To the Knowledge of Codina, the Company is, and has at all times since January 1, 1995, has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after ClosingExhibit 3.17 attached hereto. To Cellatope’s knowledge, the Knowledge of Codina no event has occurred, and no condition occurred or circumstance exists, exists that might may (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization identified listed or required to be identified in Part 3.8 of the Cellatope Disclosure Schedulelisted on Exhibit 3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of or any modification in any material respect of to any Governmental Authorization identified listed or required to be identified in Part 3.8 of listed on Exhibit 3.17. Neither the Cellatope Disclosure Schedule. Cellatope Company nor any Subsidiary has not received received, at any written time since January 1, 1995, any notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification in to any material respect of any such Governmental Authorization. The All applications required to have been filed for the renewal of the Governmental Authorizations identified in Part 3 8 listed or require to be listed on Exhibit 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. To the Knowledge of Codina, the Cellatope Disclosure Schedule Governmental Authorizations listed on Exhibit 3.17 collectively constitute all of the material Governmental Authorizations necessary to permit Cellatope the Company and the Subsidiaries to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company and the Subsidiaries to own and use the Acquired Assets their respective assets in the manner in which they are currently owned or usedown and use such assets.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule identifies identifies: each Governmental Authorization that is held by Cellatope the Seller and is related to the conduct of the Acquired AssetsBusiness. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to (1) have a material adverse effect Material Adverse Effect on the Acquired Assets Seller or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing(2) result in an Assumed Liability. To Cellatope’s knowledgethe Knowledge of the Seller, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule. Cellatope The Seller has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsBusiness, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental AuthorizationAuthorization primarily related to the Acquired Business. The Governmental Authorizations identified in Part 3 8 2.13 of the Cellatope Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Acquired Business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the assets related to the Acquired Assets Business in the manner in which they are currently owned or used.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Seller and Managing Member, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope The Managing Member and the Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope each Acquired Company, and is related the Company has Made Available to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each The Governmental Authorization identified or requited to be Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule is are valid and in full force and effect, and the Governmental Authorizations identified in Part 2.13 of the Disclosure Schedule that are not Spin-Off Assets collectively constitute all Governmental Authorizations necessary to enable the Company, 340B OpCo and PHSS to conduct the Retained Business in the manner in which such business is currently being conducted and currently planned by the Acquired Companies to be conducted in accordance with all applicable Legal Requirements. Cellatope is Each Acquired Company is, and has at all times been been, in full compliance compliance, in all material respects, with all of the terms and requirements of each the respective Governmental Authorization identified or required to be Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule. No event has occurred that, except to the extent any such noncompliance could not with notice or lapse of time or both, would reasonably be expected to have constitute a material adverse effect on the Acquired Assets default or on the rights or ability violation of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledgeterm, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement provision of any such Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure ScheduleAuthorization. Cellatope No Acquired Company has not ever received any written notice or other written communication (or, to the Knowledge of the Company, any oral notice or other oral communication from any Governmental Body or any other Person regarding (Ax) any actual, alleged, actual 39 or possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (By) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization or (z) any failure to obtain or receive any Governmental Authorization. The Governmental Authorizations identified in Part 3 8 None of the Cellatope Disclosure Schedule constitute Company IP or any Company Product is subject to import or export licensing requirements. Each Acquired Company has filed all applications that are required to have been filed for the obtaining, renewal or upkeep of any Governmental Authorization on a timely basis, or with appropriate extensions, each with the appropriate Governmental Authorizations necessary Body and all fees or other amounts required to permit Cellatope be paid in connection therewith have been paid to own the appropriate Governmental Body. Each Acquired Company has filed with the appropriate Governmental Bodies, all material reports, statements, documents, registrations, waivers, filings or submissions required to be filed by it. Each of such reports, statements, documents, registrations, waivers, filings and use the Acquired Assets in the manner in which they are currently owned submissions complied with applicable Legal Requirements, and no deficiencies have been asserted by any Governmental Body with respect to such reports, statements, documents, registrations, waivers, filings or usedsubmissions that have not been cured.

Governmental Authorizations. Part 3.8 2.14 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related the Seller applicable to the Acquired AssetsBusiness. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.14 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.14 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Acquired Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Disclosure Schedule identifies identifies: (a) each material Governmental Authorization that is held by Cellatope the Seller; and (b) each other Governmental Authorization that, to the Knowledge of the Seller, is held by any employee of the Seller and is related to used by Seller in connection with the Acquired Assetsbusiness of the Seller. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no No event has occurred, and no condition or circumstance exists, that might is reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule. Cellatope The Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (AI) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (BII) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 3 8 2.16 of the Cellatope Disclosure Schedule constitute have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Seller has all of the Governmental Authorizations necessary (Y) to enable the Seller to conduct its business in the manner in which such business is currently being conducted by the Seller and (Z) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently being owned or usedand used by the Seller.

Governmental Authorizations. Part 3.8 2.4 of the Cellatope Disclosure Schedule identifies identifies: each Governmental Authorization that is held by Cellatope and Hardy that relates to or is related to useful in connection with the Acquired Assetsbusiness of the Sellers. Cellatope Hardy has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.4 of the Disclosure Schedule: (i) Hardy is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule. Cellatope ; (iii) Hardy has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.4 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.4 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope Hardy to own and use the Acquired Assets his assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.