Common use of No Changes Clause in Contracts

No Changes. Except as contemplated by this Agreement, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as for the transactions contemplated by this Agreement and as disclosed in Section 5.9 of the Disclosure Schedule or in the SEC Reports filed prior to the date of this Agreement, since December 30, 2000 there has been no material adverse change in the date business, assets, condition (financial or otherwise), operations or results of operations of the Interim Balance SheetCompany and the Subsidiaries, there has not beentaken as a whole, occurred or arisen any: and neither the Company nor any Subsidiary has: (a) transaction by the Company incurred any material debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business as conducted on and the date of debt evidenced by the Interim Balance Sheet and consistent with past practices; Demand Note; (b) amendments paid any material obligation or changes to liability other than, or discharged or satisfied any material liens or encumbrances other than those securing, current liabilities, in each case in the Articles ordinary course of Incorporation or Bylaws of the Company; business; (c) expenditure declared or commitment by the Company in excess made any payment or distribution to its shareholders as such, or purchased or redeemed any of $10,000 individually its shares of capital stock or $50,000 in the aggregate; other securities, or obligated itself to do so; (d) destruction ofmortgaged, damage pledged or subjected to lien, charge, security interest or loss other encumbrance any of any its material assets, tangible or intangible, except for Permitted Liens (as hereinafter defined) arising in the ordinary course of business and liens securing the Demand Note; (e) sold, transferred or customer leased any of its material assets, except for sales of inventory and obsolete or worn-out equipment in the Company ordinary course of business; (f) cancelled or compromised any material debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting, individually or in the aggregate, the business, assets, condition (financial or otherwise), including the Property; (e) change in accounting methods operations or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by results of operations of the Company of any of its assetsand the Subsidiaries, including the Property; (g) declaration, setting aside or payment of taken as a dividend or other distribution with respect to the capital stock of the Company; whole; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of entered into any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company transaction other than in the ordinary course of business as conducted business; (i) encountered any material labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities (other than shares of Common Stock issued upon the exercise or conversion of options, warrants or convertible securities outstanding on that date December 30, 2000 or granted thereafter and disclosed on Schedule 5.9 hereto) or granted any options, warrants, convertible securities or other purchase rights with respect thereto; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (l) increased substantially any compensation or benefits payable to any officers, directors or employees of the Company or any Subsidiary other than consistent with past practices, ; or (ivm) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof agreed to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)foregoing.

No Changes. Except as contemplated by this Agreementset forth in Exhibit C, since the date of the Interim Balance SheetJuly 31, 1997, ---------- --------- there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (each a "Company ------- Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company Agreement --------- which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat of commencement of any lawsuit or proceeding against, or investigation of, the Company or its affairs; (p) hiring ofnotice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or notice of infringement by the Company of any third party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment to, any employees other of its securities; (r) change in pricing or if an offer was accepted people royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that would become employees)has or may have a Material Adverse Effect on the Company; or (qt) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as set forth in Section 2.9 of the Disclosure Schedule or as contemplated by this AgreementAgreement or the Related Agreements, since from January 31, 1999 through the date of the Interim Balance Sheetthis Agreement, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles Certificate of Incorporation or Bylaws of the Company; (cb) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or exceeding $50,000 or in the aggregateaggregate exceeding $100,000; (dc) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (d) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (e) change in accounting methods or practices (including any change in depreciation depreciation, revenue recognition or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock Company Capital Stock or any direct or indirect redemption, purchase or other acquisition by the Company of the CompanyCompany Capital Stock; (h) material change increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person; (i) acquisitionany agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets are bound other than in the ordinary course of the Company's business, consistent with past practice; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, Company or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots properties other than in the Projectordinary course of the Company's business, consistent with past practice; (k) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practice; (l) incurrence by the Company of any liability in excess of $50,000 individually or $100,000 in the aggregate; (m) waiver or release of any right or claim of the Company, Company including any write-off or other compromise of any account receivable of the CompanyCompany (other than compromises of invoices with customers in the ordinary course of business consistent with past practice, which compromises are not in the aggregate material in amount or significance); (mn) the commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of against the Company or its affairs, including the Project; (no) notice of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13) or of infringement by the Company of any other person's Intellectual Property (as defined in Section 2.13); (p) issuance or sale, or contract to issue or sell, by the Company of any shares of Company Capital Stock or securities exchangeable, convertible or exercisable therefor, or any securities, warrants, options or rights to purchase any of the foregoing, except for options to purchase capital stock of the Company granted to employees of and consultants to the Company in the ordinary course of business consistent with past practice; (i) selling or entering into any material license agreement with respect to the Company Intellectual Property with any third party or (ii) buying or entering into any material license agreement with respect to the Intellectual Property of any third party; (r) any event or condition of any character that has or could be reasonably expected to have had a material adverse impact Material Adverse Effect on the Company; (os) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of transaction by the Company other than except in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qt) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in Exhibit C, since the date of the Interim Balance SheetDecember 31, ---------- --------- 1996, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (collectively a "Company Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company ----------------- Agreement which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat of commencement of any lawsuit or proceeding against investigation of the Company or its affairs; (p) hiring of, notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or offer of employment to, infringement by the Company of any employees (or if an offer was accepted people that would become employees); orthird party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (r) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that has or may have a Material Adverse Effect on the Company or; (t) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth on Schedule 2.24, since the date of the Interim Balance SheetDecember 31, 2007 there has not been, occurred or arisen anyany of the following: (a) transaction any amendment to the Seller Organizational Documents; (b) any incurrence or assumption by the Company Business of any indebtedness in excess of $5,000 individually or $25,000 in the aggregate; (c) the imposition of any Lien (other than Permitted Liens) upon any of the Transferred Assets; (d) any material damage, destruction or loss with respect to the Transferred Assets or any other real or tangible personal property used in the Business, whether or not covered by insurance; (e) any payment, loan or advance of any amount to, or sale, transfer or lease of any of the Transferred Assets to, or any agreement or arrangement relating to the Business or constituting a Transferred Asset with, any member or equity holder of Seller or any of their respective affiliates; (f) any change in the Tax or accounting principles, methods, practices or procedures followed by Seller or any change in the depreciation or amortization policies or rates theretofore adopted by Seller, except as required by GAAP or disclosed to Purchaser in writing; (g) any change or revocation by Seller of any Tax election with respect to the Business or any agreement or settlement with any governmental entity with respect to such Taxes; (h) any acquisition by Seller by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof comprising all or a portion of the Business or the Transferred Assets; (i) any sale, lease or other transfer or disposition by Seller of its assets related to the Business, tangible or intangible, other than the sale of Product in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesBusiness; (bj) amendments any Contract (or changes series of related Contracts) related to the Articles of Incorporation or Bylaws of the Company; Business and entered into by Seller either involving more than $25,000 individually (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss outside the ordinary course of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Projectbusiness; (k) loan by the Company to any Personacceleration, incurring by the Company termination, modification or cancellation of any indebtedness, guaranteeing by Assumed Contract involving more than $25,000 individually (or $50,000 in the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersaggregate); (l) any capital expenditure (or series of related capital expenditures) related to the Business by Seller either involving more than $25,000 individually (or $50,000 in the aggregate) or outside the ordinary course of business; (m) any capital investment in, any loan to or any acquisition of the securities or assets of, any other person by Seller with respect to or in connection with the Business; (n) any delay or postponement of payment of accounts payable or other liabilities of Seller with respect to or in connection with the Business outside the ordinary course of Business consistent with past practice; (o) any cancellation, compromise, waiver or release of any right or claim of Seller with respect to or in connection with the Company, including any write-off or other compromise Business outside the ordinary course of any account receivable of the CompanyBusiness consistent with past practice; (mp) the commencement or written notice to Seller or, to Seller’s Knowledge, oral notice or threat of commencement of any lawsuit or judicial or administrative proceeding against the Transferred Assets or investigation of against Seller with respect to the Company Transferred Assets, the Product or its affairs, including the ProjectBusiness; (nq) any event license or condition sublicense of any character that has rights of Seller under or could be reasonably expected with respect to have a material adverse impact on the CompanyTransferred Technology; (or) any agreementwritten notice or claim to Seller or, contractto Seller’s Knowledge, lease oral notice or commitment claim of ownership by any Person of Business Intellectual Property or any extension or modification of infringement by the terms Business of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetsPerson’s intellectual property rights; (ps) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)material change in pricing charged by Seller for Products; or (qt) any negotiation or agreement by the Company Seller or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Purchaser and their its representatives regarding the transactions contemplated by this Agreement). Since December 31, 2007, no Business Material Adverse Effect has occurred, and no event, circumstance, condition or effect has occurred that could reasonably be expected to result in a Business Material Adverse Effect.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, since the date of the Interim Company Current Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on as of the date of the Interim Company Current Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws Organizational Documents of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock any units of the Company; (h) material change in , or any compensation arrangement direct or agreement with indirect redemption, purchase or other acquisition by the Company of any employee, officer, director or stockholderof its units; (i) acquisitionincrease in the salary or other compensation payable or to become payable to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such person except as otherwise contemplated by this Agreement; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness as conducted on that date and consistent with past practices; (jk) any Lien placed on any of the Transferred Assets which remains in existence on the date hereof; (l) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (km) loan by the Company to any Personperson or entity, incurring the incurrence by the Company of any indebtedness, guaranteeing the guaranty by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company guaranty of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (ln) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (mo) any contingent liabilities incurred by the Company with respect to the obligations of any other person that would be assumed hereunder; (p) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (nq) notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.11 below) or of infringement by the Company of any third party's Intellectual Property rights; (r) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (s) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (t) event or condition of any character that has or could be reasonably expected to have a material adverse impact Company Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qu) any postponement or delay in payment of any accounts payable or other liability of the Company that will be included as Assumed Liabilities; (v) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pr) (other than negotiations with Monaco or Buyer Healtheon and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance SheetYear-End Financials, there has not been, occurred or arisen any: (a) transaction by the Company or its Subsidiaries except in the ordinary course Ordinary Course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesBusiness; (b) modifications, amendments or changes to the Articles of Incorporation Association or Bylaws the charter of the Companyany of its Subsidiaries; (c) expenditure expenditure, transaction or commitment by the Company in excess of exceeding $10,000 individually or $50,000 in the aggregate100,000 individually; (d) payment, discharge, waiver or satisfaction, in any amount in excess of $100,000 in any one case of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or its Subsidiaries), other than payments, discharges or satisfactions in the Ordinary Course of Business of liabilities reflected or reserved against in the Current Balance Sheet; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or its Subsidiaries (whether or not covered by insurance), including the Property; (ef) employment dispute, including (i) any claims made by Employees which individually or in the aggregate are reasonably expected to be material to the Company or any of its Subsidiaries; (ii) claims or matters raised by any individual, Governmental Entity, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge, unfair or wrongful dismissal, unlawful discrimination, breach of contract or any other unlawful employment or labor practice or action with respect to the Company or its Subsidiaries (whether or not such allegedly unlawful practice or action is actually unlawful under the laws of Sweden or any other jurisdiction); or (iii) any facts or matters, to the Knowledge of the Sellers, likely to give rise to a claim within the meaning of this Section 3.9(f); (g) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or its Subsidiaries other than as required by GAAP or applicable law; (fh) adoption of or change in any election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) through the date of this Agreement, revaluation by the Company or its Subsidiaries of any of its assetsassets (whether tangible or intangible), including writing down the Propertyvalue of inventory or writing off notes or accounts receivable; (gj) declaration, setting aside or payment of a dividend or other distribution with (whether in cash, stock or property, and whether openly or concealed) in respect to of any Company Capital Stock or capital stock of any of the Company’s Subsidiaries, or any split, combination or reclassification in respect of any shares of Company Capital Stock or capital stock of the Company’s Subsidiaries, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or shares of the Company’s Subsidiaries, or any direct or indirect repurchase, redemption, or other acquisition by the Company or any of the Company’s Subsidiaries of any shares of Company Capital Stock or capital stock of the Company’s Subsidiaries (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (hk) material except as required by Contracts in effect as of the date hereof that have been disclosed to Purchaser, (i) increase in or other change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company or its Subsidiaries to any of its respective Senior Managers, directors, employees or consultants, or (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or its Subsidiaries of a severance payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any compensation arrangement of its respective Senior Managers, directors, Employees or agreement consultants; provided in all cases that the actions contemplated by clauses (i) and (ii) are consistent with any employee, officer, director or stockholderthe terms required by such Contracts; (il) acquisition, termination of any Contract that would have been a Material Contract if such Contract had been in effect as of the date of this Agreement; (m) sale, lease, license lease or other disposition of any of the material assets (whether tangible or intangible) or properties of the CompanyCompany or any of its Subsidiaries, including the sale of any accounts receivable of the Company or any of its Subsidiaries, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company or any of its Subsidiaries to any PersonPerson (except for advances to employees for travel and business expenses in the Ordinary Course of Business), or purchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (o) incurring by the Company or any of its Subsidiaries of any indebtednessindebtedness (including Company Indebtedness), amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing by the Company of any debt securities of others, except for obligations to reimburse employees for travel and business expenses and trade payables incurred in the Ordinary Course of Business; (lp) waiver or release of any right or claim of the CompanyCompany or any of its Subsidiaries, including any write-off waiver, release or other compromise of any account receivable of the CompanyCompany or any of its Subsidiaries; (mq) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or or, to the Knowledge of the Sellers, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company or investigation any of its Subsidiaries or relating to any of their businesses, properties or assets, or any reasonable basis for any of the foregoing; (r) written or (to the Knowledge of the Sellers) oral notice of any claim or potential claim of ownership, interest or right by any person other than the Company or any of its Subsidiaries of the Company Intellectual Property owned by or developed or created by the Company or any of its affairs, including Subsidiaries or of infringement by the ProjectCompany or any of its Subsidiaries of any other Person’s Intellectual Property; (ns) issuance, grant, delivery, sale or purchase of, or proposal, Contract or agreement to issue, grant, deliver, sell or purchase, by the Company, of (i) any event shares of Company Capital Stock or condition capital stock of any character of its Subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or capital stock of any of its Subsidiaries, or (ii) any subscriptions, warrants, options, rights or securities to acquire any of the foregoing, except for issuances of Company Capital Stock or shares of capital stock of any of its Subsidiaries upon the exercise of Company Warrants or any of the foregoing that has or could be reasonably expected to have a material adverse impact on is described in Section 3.2 of the CompanySellers’ Disclosure Schedule; (ot) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves sale, lease, license (other than licenses to customers in the payment Ordinary Course of greater than $25,000 per annumBusiness and as otherwise permitted under this Agreement) or transfer of any Company Intellectual Property or execution, or, in any material respect, any modification or amendment, of any agreement with any Person with respect to Company Intellectual Property, or (ii) extends for more purchase or license of any material Intellectual Property of a third party other than one (1) yearShrink-Wrap Code or execution, or, in any material respect, any modification or amendment, of any agreement with respect to the material Intellectual Property of a third party other than Shrink-Wrap Code, (iii) involves agreement or modification or amendment of an existing agreement with respect to the development of any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent Intellectual Property with past practicesa third party, or (iv) involves material change outside the Ordinary Course of Business in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company or any of its Subsidiaries; (u) entering into any material agreement or modification to any Contract pursuant to which any other party thereto is or was granted marketing, distribution, development, delivery, manufacturing or similar rights with respect to any Company Products or Company Intellectual Property; (v) Company Material Adverse Effect; (w) purchase or sale of, lease of or transfer of any interest in real property, granting of any material assetssecurity interest in any real property, entry into or renewal, amendment or modification of any lease, license, sublease or other occupancy of any Properties or other real property by the Company or any of its Subsidiaries; (px) hiring acquisition by the Company or any of its Subsidiaries of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer of its Subsidiaries to acquire by merging or employees thereof consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or any of its Subsidiaries; (y) grant by the Company or any of its Subsidiaries of any severance or termination pay (in cash or otherwise) to any Employee, including any officer, except payments made pursuant to written agreements disclosed in the Sellers’ Disclosure Schedule; (z) adoption or amendment of any Company Employee Plan, or execution or amendment of any Employee Agreement with Senior Managers or in excess of $100,000 per annum in salary, excluding annual salary increases in the Ordinary Course of Business in the case of non-Senior Managers; (aa) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or any of its Subsidiaries; (bb) any action to accelerate the vesting schedule of any Company Options; (cc) hiring, promotion, demotion or termination or other change to the employment status or title of any Senior Managers, except as may be permitted under this Agreement; (dd) alteration of any interest of the Company in any of its Subsidiaries or any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (ee) cancellation, amendment or renewal of any insurance policy of the Company or any of its Subsidiaries, except in the Ordinary Course of Business; (ff) issuance or agreement to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to the Company or any of its Subsidiaries in excess of $25,000 individually or $100,000 in the aggregate; or (gg) agreement by the Company, any of its Subsidiaries, or any Senior Manager, consultant, or employee on behalf of the Company or any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (pff) of this Section 3.9 (other than negotiations with Monaco or Buyer Purchaser and their its representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Except Since the Financial Statement Date, except as contemplated by this Agreementset forth on Schedule “3.24”, since the date of Company has carried on business and conducted its operations and affairs only in the Interim Balance Sheet, ordinary and normal course consistent with past practice and there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date any issuance, sale, pledge, hypothecation, lease, disposition or Lien or agreement to do any of the Interim Balance Sheet and consistent foregoing with past practices; (b) amendments respect to any shares or changes to the Articles of Incorporation other corporate securities or Bylaws any right, option or warrant with respect thereto of the Company; (b) an amendment or proposal to amend its Articles or by-laws; (c) expenditure any split, combination or commitment by the Company in excess reclassification of $10,000 individually or $50,000 in the aggregateany of its securities; (d) destruction of, damage to or loss of any material assetsadverse change in the condition (financial or otherwise), Assets, liabilities, operations, earnings, business or customer prospects of the Company Company; (e) any damage, destruction or loss (whether or not covered by insurance), including ) affecting the Property; (e) change Assets or any failure to regularly maintain and repair the Assets in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Companyordinary course of business; (f) revaluation any issuance or sale by the Company or any contract entered into by the Company for the issuance or sale by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to shares in the capital stock of or securities convertible into or exercisable into shares in the capital of the Company; (g) any license, sale, assignment, transfer, disposition, pledge, mortgage or granting of a security interest or other Lien on or over any Assets; (h) material change any write-off as uncollectible of any Accounts Receivable or any portion thereof of the Company in any compensation arrangement or agreement with any employee, officer, director or stockholderamounts exceeding the allowance set out in the Financial Statements; (i) any cancellation of any other debts or claims or any amendment, termination or waiver of any other rights to the Company; (j) any material change in the accounting or tax practices followed by the Company (k) any material change adopted in the depreciation or amortization policies or rates or any material change in the credit terms offered to customers of or by suppliers to the Company; (l) any acquisition, saletransfer, leaseassignment, license sale or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots shown in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company Financial Statements other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetsbusiness; (pm) hiring ofany institution or settlement of any litigation, action or offer of employment to, proceeding before any employees (court or if an offer was accepted people that would become employees)governmental body by or against the Company; orand/or (qn) negotiation the creation of any debts and/or liabilities whatsoever (whether accrued, absolute, contingent or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (aotherwise) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)set forth in Schedule “F”.

No Changes. Except as contemplated by this AgreementSince January 1, since the date of the Interim Balance Sheet2016, there has not been, occurred or arisen arisen, any: (a) transaction by modifications, amendments or changes to the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCharter Documents; (b) amendments expenditure, transaction or changes commitment exceeding $100,000 individually or $500,000 in the aggregate (excluding, in both cases, any expenditures, transactions or commitments related to the Articles salary or other compensation (including equity-based compensation) payable or to become payable by Seller to any of Incorporation its respective officers, directors, employees or Bylaws of consultants), in each case as related to the CompanyPurchased Assets; (c) expenditure payment, discharge, waiver or commitment by satisfaction of any Liability of Seller Parties or of the Company in excess of $10,000 individually Business related to the Purchased Assets, other than payments, discharges or $50,000 satisfactions in the aggregateOrdinary Course of Business of Liabilities; (d) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company Seller Parties (whether or not covered by insurance), including in each case relating to the PropertyPurchased Assets; (e) employment dispute filed or threatened in writing by any individual, Governmental or Regulatory Body, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging wrongful discharge or any other unlawful employment or labor practice or action with respect to Seller, in each case as related to the Purchased Assets; (f) adoption of or change in material accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller other than as required by GAAP and which is primarily related to the Company; (f) revaluation by the Company of any of its assets, including the PropertyPurchased Assets; (g) declarationadoption of or change in any election in respect of Taxes, setting aside adoption or payment change in any accounting method in respect of a dividend Taxes, agreement or other distribution with settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case as related to the capital stock of the CompanyPurchased Assets; (h) material other than in the Ordinary Course of Business, (i) increase in or other change to the salary or other compensation (including equity based compensation) payable or to become payable by Seller to any of the Continuing Employees, or (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by Seller of a severance payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any compensation arrangement or agreement with any employee, officer, director or stockholderof the Continuing Employees; (i) acquisitionContract, covenant, instrument, lease, license or commitment to which Seller Parties are a party that relates to the Purchased Assets or by which any of the Purchased Assets are bound or any termination, extension, amendment or modification of the terms of any such Contract, other than in the Ordinary Course of Business; (j) sale, lease, license or other disposition of any of the assets Purchased Assets, including the sale of the Companyany accounts receivable of Seller Parties related thereto, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the ProjectPurchased Assets; (k) loan by the Company Seller Parties to any PersonPerson (except for advances to employees for travel and business expenses in the Ordinary Course of Business consistent with past practices), or purchase by Seller Parties of any debt securities of any Person or amendment to the terms of any outstanding loan agreement, in each case as related to the Purchased Assets; (l) incurring by the Company Seller Parties of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company Seller Parties of any indebtedness, issuance or sale of any debt securities of the Company Seller Parties or guaranteeing by the Company of any debt securities of others, except for obligations to reimburse employees for travel and business expenses incurred in the Ordinary Course of Business consistent with past practices, in each case as related to the Purchased Assets; (lm) waiver or release of any material right or claim of Seller Parties relating to the CompanyPurchased Assets, including any write-off waiver, release or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the ProjectSeller Parties that would reasonably be expected to exceed $100,000; (n) commencement or settlement of any lawsuit by Seller Parties related to the Purchased Assets, or the commencement, settlement, notice or, to the Knowledge of Seller Parties, threat of any lawsuit or proceeding or other investigation related to the Purchased Assets against Seller Parties or their businesses, properties or assets, or any reasonable basis for any of the foregoing; (o) notice of any claim or potential claim of ownership, interest or right by any Third Party of any of the Transferred IP, or of infringement or misappropriation by Seller Parties in the operation of the Business of any other Person’s Intellectual Property Rights; (p) (i) sale, lease, license or transfer of any Purchased Assets or execution, modification or amendment of any agreement with respect to the Purchased Assets with any Person or with respect to the Intellectual Property of any Person, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any Person, for use by the Business, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a Third Party, for use by the Business or (iv) change in pricing or royalties set or charged by Seller Parties in the Business to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to Seller Parties for use in the Business; (q) event or condition of any character that has had or could be is reasonably expected likely to have a material adverse impact on the CompanyMaterial Adverse Effect; (or) agreement by Seller Parties to acquire by merging or consolidating with, or by purchasing any agreementassets or equity securities of, contractor by any other manner, lease any business or commitment corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any extension equity securities that are material, individually or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practicesaggregate, or (iv) involves to the sale of, lease of or transfer of any interest in any material assetsBusiness; (ps) hiring ofexecution of any strategic alliance, affiliate or offer joint marketing arrangement or agreement by Seller Parties related to the Purchased Assets; (t) cancellation, amendment or renewal of employment toany insurance policy of Seller Parties related to the Purchased Assets; (u) issuance or agreement to issue any refunds, any employees (credits, allowances or if an offer was accepted people that would become employees)other concessions with customers related to the Purchased Assets in excess of $100,000; or (qv) negotiation or agreement by the Company Seller Parties, or any officer or employees thereof on behalf of Seller Parties, to do any of the things described in the preceding clauses (a) through (py) of this Section 2.12 (other than negotiations with Monaco or the Buyer Parties and their representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Except as contemplated by this Agreementset forth on Schedule 3.10 since the Balance Sheet Date, the Companies have conducted its business only in the Ordinary Course of Business. Without limiting the generality of the foregoing sentence, since the date of Balance Sheet Date, except as disclosed in this Agreement or the Interim Balance Sheetschedules hereto, there has not been, occurred been any: (i) material uninsured damage to any property owned or arisen any: (a) transaction leased by the Company Companies; (ii) labor strike; (iii) declaration or payment of any dividend or redemption of any shares of capital stock, except the Permitted Dividends; (iv) increases in the salaries or bonuses of any employee of the Companies outside of the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any bonuses to the Sellers or other distribution with respect to the capital stock officers of the Company; Companies; (hv) capital expenditures or other asset acquisition or expenditure out of the ordinary course of business; (vi) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; Company plan described in Section 3.22; (ivii) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company asset other than in the ordinary course of business as conducted on that date and consistent with past practicesbusiness; (viii) payment, prepayment or (iv) involves the sale of, lease of or transfer discharge of any interest material liability other than in the ordinary course of business; (ix) write-offs or write-downs of any assets of the Companies out of the ordinary course of business, except there shall be no write offs or write downs of receivables outstanding as of December 31, 1996 under any circumstances without Buyer's prior written consent; (x) change in the Board of Directors or management of the Companies; (xi) change in the Companies' method of accounting; (xii) material change in the operations of the Companies; (xiii) issuance or sale of stock of the Companies or options to purchase stock of the Companies; (xiv) contract entered into by the Companies which is material to its operations; (xv) any material assets; encumbrance attaching to assets of the Companies; (pxvi) hiring of, any prepayment of Long Term Debt (xvii) any agreement or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof commitment to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)foregoing.

No Changes. Except as contemplated by this Agreement(i) Since June 30, since 2000 and through the date of the Interim Balance Sheethereof, there has not been, occurred or arisen any: (a) transaction by the Company Company, WW or any Subsidiary except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesJune 30, 2000; (b) transfer in, sale, lease, license or allocation of any assets (including intangible assets), Liabilities or employees to the Company, WW or any Subsidiary by the Stockholder or any of its subsidiaries (other than the Company, WW and its Subsidiaries); (c) amendments or changes to the Articles certificate of Incorporation incorporation or Bylaws bylaws or other applicable charter documents of the Company; (c) expenditure , WW or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregateany Subsidiary; (d) destruction of, damage to or loss use by the Business of any material assetsassets owned by or licensed to the Stockholder or any of its subsidiaries (other than the Company, business or customer of the Company (whether or not covered by insuranceWW and its Subsidiaries), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) addition to or modification of the employee benefit plans, arrangements or practices described in Section 2.20 of this Agreement (other than as described in Section 5.19 hereof); (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company, WW or any Subsidiary; (fh) revaluation by the Company Company, WW or any Subsidiary of any of its assets, including the Property; (gi) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in , WW or any compensation arrangement Subsidiary, or agreement any split, combination or reclassification with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of respect to the assets capital stock of the Company, WW or any creation Subsidiary, or any issuance or authorization of any security interest issuance of any other securities in such assets respect of, in lieu of or propertiesin substitution for shares of capital stock of the Company, including WW or any Subsidiary or any direct or indirect redemption, purchase or other acquisition by the PropertyCompany, WW or any Subsidiary of any of its capital stock (or options, warrants or rights convertible into, exercisable or exchangeable therefor); (j) amendment increase in the salary or termination other compensation payable or to become payable to any of its officers or directors of the Company, WW or any Subsidiary other than increases made in the ordinary course of business consistent with past practices and in no event in excess of ten percent (10%) of such officer's or director's base salary, or the declaration, payment or commitment or obligation of any material contractkind for the payment of a bonus or other additional salary or compensation to any such person, agreement, permit, approval other than bonuses or license to which the Company is a party additional salary or by which it is bound, including any purchase and sale agreements for lots compensation paid in the Projectordinary course of business consistent with past practices; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, WW or any Subsidiary in excess of $50,000 in the aggregate, including any write-off or other compromise of any account receivable of the Company, WW or any Subsidiary; (l) except as contemplated by this Agreement, issuance, sale, or contract to issue or sell, by the Company, WW or any Subsidiary of any shares of Company Capital Stock or WW Capital Stock or shares of capital stock of any Subsidiary or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or WW Capital Stock or shares of capital stock of any Subsidiary, or any securities, warrants, options or rights to purchase any of the foregoing; (m) commencement or written notice or or, to the Stockholder's Knowledge, threat of commencement of any lawsuit or judicial or administrative or, to the Stockholder's Knowledge, proceeding against or investigation of against the Company Company, WW or its affairs, including the Project; (n) agreement, understanding or commitment, or any event modification to or condition amendment of any character that has such agreement, understanding or could be reasonably expected to have a material adverse impact commitment, between the Stockholder and any of its subsidiaries or affiliates on the Companyone hand, and the Company or WW, on the other hand; (o) any agreementadoption of a plan of or resolutions providing for the liquidation, contractdissolution, lease merger, consolidation or commitment or any extension or modification other arrangement of the terms of any agreementCompany, contract, lease WW or commitment which the Subsidiaries (i) involves except for the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employeestransactions contemplated hereby); or (qp) negotiation or agreement by the Company Company, WW or any Subsidiary or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (po) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement). (ii) Since September 30, 2000 and through the date hereof, there has not been, occurred or arisen any: (a) material adverse change in the Company's or WW's condition (financial or otherwise), results of operations, assets, liabilities, working capital or reserves, except for changes contemplated hereby or set forth in the Company Financials; (b) payment, discharge or satisfaction, in any amount in excess of $100,000 in any one case, or $250,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) of the Company, WW or any Subsidiary, other than payment, discharge or satisfaction of Liabilities in the ordinary course of business consistent with past practices; (c) capital expenditure or commitment by or on behalf of the Company, WW or any Subsidiary or the Business, either individually or in the aggregate, exceeding $100,000, other than, in the case of the Company and the Metal Subsidiaries only, in the ordinary course of business consistent with past practices; (d) event or condition that has had or would be reasonably expected to have a Material Adverse Effect (as defined in Section 10.2 hereof) on the Company, WW or any Subsidiary; (e) loan by the Company, WW or any Subsidiary to any person or entity, incurring by the Company, WW of any indebtedness, guaranteeing by the Company, WW or any Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or any Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (f) cancellation of any material indebtedness owed to the Company, WW or its Subsidiaries relating to any of the Company's or WW's business activities or properties (or the business activities or properties of the Subsidiaries), whether or not in the ordinary course of business; (g) making or changing in any election in respect of Taxes (as defined in Section 2.8 hereof) of the Company, WW or any Subsidiary, adoption or change in any accounting method in respect of Taxes of the Company, WW or any Subsidiary, agreement or settlement of any claim or assessment in respect of Taxes of the Company, WW or any Subsidiary, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes of the Company, WW or any Subsidiary; or (h) negotiation or agreement by the Company, WW or any Subsidiary or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (g) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement). (iii) Since March 31, 2000 and through the date hereof, there has not been, occurred or arisen any transfer out, sale, lease or license of any assets (including intangible assets and URLs), Liabilities or employees of the Company, WW or any Subsidiary to (with respect to material assets only) a third party or to (with respect to all assets) the Stockholder or any of its subsidiaries (other than the Company, WW and the Subsidiaries).

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of exceeding $10,000 20,000 individually or $50,000 in the aggregate; (d) payment, discharge or satisfaction, in any amount in excess of $5,000 in any one case, or $10,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Balance Sheet (e) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (ef) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (g) event or condition that has or would be reasonably expected to have a Material Adverse Effect on the Company; (h) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fi) revaluation by the Company of any of its assets, including the Property; (gj) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (hk) material change increase in the salary or other compensation payable or to become payable to any of its officers or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholder;such person except as described in Section 2.7(k) of the Company Schedule. (il) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except for fair market value to the Company in the ordinary course of any security interest in such assets or properties, including the Propertybusiness and consistent with past practices; (jm) amendment or termination (other than pursuant to its terms) of any contract described in Section 2.12(a) of the Company Schedule, material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project;, (kn) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (lo) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and business, consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring ofissuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment toany other of its securities, except for the issuance of Company Common Stock upon the issuance of stock options; (q) change in any employees material respect in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (or if an offer was accepted people that would become employees)as defined in Section 2.11) to the Company; or (qr) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pq) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Company Balance Sheet, the Company (including its subsidiaries) has conducted its business in the ordinary course and consistent with past practices and there has not been, occurred or arisen anyarisen: (a) transaction any change, event or condition (whether or not covered by the insurance) that constitutes a Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesMaterial Adverse Effect; (b) amendments any acquisition, sale, lease, license or changes to the Articles transfer of Incorporation any material asset, property or Bylaws right of the Company, including any material Company Intellectual Property; (c) any capital expenditure or commitment by the Company Company, in excess of $10,000 100,000 individually or $50,000 500,000 in the aggregate; (d) any destruction of, damage to or loss of any material assets, business assets or customer of the Company properties (whether or not covered by insurance), including the Property; (e) any material change in the Company's accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Companyor any restatement of financial statements; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside aside, or payment of a dividend or other distribution with respect to the securities of the Company or any of its subsidiaries, or any direct or indirect redemption, purchase or other acquisition by the Company or any of its subsidiaries of any of its capital stock or other securities, other than redemptions of stock of former employees of the Company; (g) any amendment or change to the Company Charter, Bylaws or other organizational or governing documents of the Company or any of its subsidiaries; (h) any material change increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its or its subsidiaries respective directors, employees, consultants or advisors, or any declaration, payment or commitment or obligation to pay any bonus or other additional material salary or compensation arrangement or agreement with (including equity) to any employee, officer, director or stockholdersuch person; (i) acquisition, sale, lease, license any change in an election or other disposition accounting method with respect Taxes or settlement or compromise of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Propertymaterial Tax liability; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company or any of its subsidiaries to any Personperson or entity (other than the advancement or reimbursement of business expenses to employees in the ordinary course of business consistent with past practice), incurring or the incurrence by the Company or any of its subsidiaries of any indebtednessindebtedness for borrowed money, guaranteeing the guarantee by the Company or any of its subsidiaries of any indebtednessindebtedness for borrowed money, issuance or sale of any debt securities of the Company or guaranteeing by the Company any of its subsidiaries or any agreement to guarantee or act as a surety with respect to any payment obligations or debt securities of othersany other party; (k) any waiver or release of any material right or claim of or in favor of the Company or any of its subsidiaries, including any material write‑off or other material compromise of any account receivable of, or debt owed to, the Company; (l) waiver any issuance or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of sale by the Company or any of its affairs, including the Project; (n) any event or condition subsidiaries of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment shares of capital stock or any extension or modification of the terms of any agreement, contract, lease or commitment which other securities (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course issuance of business as conducted on that date and consistent with past practicesCompany Common Stock upon the exercise of Company Options, Cashed-Out Options or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employeesCompany Warrants); or (qm) negotiation or any agreement by the Company or any officer or employees thereof of its subsidiaries to do any of the things described in the preceding clauses (a) through (p) foregoing (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the Balance Sheet Date through to and including the date hereof, except in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the consummation of the Interim Balance SheetTransactions, there has not been, occurred or arisen any: (a) transaction by the business of the Company except and each Company Subsidiary has been conducted in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; practice; (b) amendments there has not been any Effect that has had or changes would reasonably be expected to have, individually or in the Articles of Incorporation or Bylaws of the Company; aggregate, a Company Material Adverse Effect; and (c) the Company and the Company Subsidiaries have not taken any of the following actions, except as contemplated hereby or set forth on Section 2.9: (a) make or agree to make any capital expenditure or commitment by the Company in excess of exceeding $10,000 75,000 individually or $50,000 200,000 in the aggregate; (db) destruction of, damage acquire or agree to acquire or loss dispose or agree to dispose of any material assets, business or customer assets (including intangible) of the Company any Company Subsidiary or any business enterprise or division thereof outside the ordinary course of the business of the Company or such Company Subsidiary and consistent with past practice, or merge or consolidate with or into any other Person; (whether c) propose or not covered by insuranceadopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary; (d) made any material change in the Manufacturing, selling, distribution, advertising, terms of sale or collection practices with respect to the Company Products that is outside the ordinary course of business, (ii) enter into any material business practices, programs or long-term allowances outside the ordinary course of business, including varying any inventory practices with respect to inventory of the Company Products in any respect materially inconsistent with past practice, or (iii) engage in the practice of “channel stuffing” or any similar program, activity or other action (including any rebate, promotion, credit, discount, chargeback or refund policy or practice) with respect to the Company Products that, in each case ((i) through (iii)), including is intended or would reasonably be expected to result in a trade buyin that is in excess of normal customer purchasing patterns of the PropertyCompany’s and the Company Subsidiaries’ business during the twelve months prior to the date hereof; (e) change in accounting methods commence or practices (including settle any change in depreciation Action or amortization policies threat of any Action by or rates) by against the CompanyCompany or any Company Subsidiary or relating to any of their businesses, properties or assets, or otherwise enter into any release, settlement or similar agreements; (f) revaluation by pay, discharge, release, waive or satisfy any claims, rights or liabilities, other than the Company payment, discharge or satisfaction in the ordinary course of any business of its assets, including liabilities reflected on the PropertyCurrent Balance Sheet or incurred in the ordinary course of business after the Balance Sheet Date; (g) declaration, setting aside adopt or payment of a dividend change accounting methods or practices used by the Company other distribution with respect to the capital stock of the Companythan as required by GAAP; (h) material make or change in any compensation arrangement Tax election or agreement with adopt or change any employee, officer, director Tax accounting method or stockholderreceive or request any Tax ruling or amend any Tax Return; (i) acquisitionadopt, salemodify, lease, license amend or other disposition of any of the assets of the Companyterminate, or start a termination process of, any creation of Company Employee Plan or any security interest in such assets or propertiesEmployee Agreement, including the Propertyany indemnification agreement, enter into or amend any Employee Agreement or otherwise hire or terminate or cause to resign any Person as or from being an Employee; (j) amendment increase or termination of make any material contract, agreement, permit, approval or license other change that would result in increased cost to which the Company is a party or any Company Subsidiary to the salary, wage rate, incentive compensation opportunity, employment status, title or other compensation (including equity-based compensation) payable or to become payable by which it is bound, including the Company or such Company Subsidiary to any purchase and sale agreements for lots in Employee outside the Projectordinary course of business; (k) loan by make any declaration, payment, commitment or obligation of any kind for the Company payment (whether in cash, equity or otherwise) of a severance payment or other change of control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation) to any PersonEmployee, incurring by except payments made pursuant to written agreements existing on the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities date hereof and disclosed in Section 2.9(k) of the Company or guaranteeing by the Company of any debt securities of othersDisclosure Schedule; (l) waiver cancel, amend (other than in connection with the addition of customers and suppliers to such insurance policies from time to time in the ordinary course of business consistent with past practices) or release of fail to renew (on substantially similar terms) any right or claim insurance policy of the Company, including any write-off Company or other compromise of any account receivable of the Companysuch Company Subsidiary; (m) commencement send any written communications (including electronic communications) to Employees regarding this Agreement or notice the Transactions or threat of commencement of make any lawsuit representations or judicial issue any communications to Employees that, in each case, are inconsistent with this Agreement or administrative proceeding against or investigation of the Company or its affairsTransactions, including the Projectany representations regarding offers of employment from Parent; (n) discount any event accounts receivable of the Company or condition such Company Subsidiary, or accelerate the collection of any character that has accounts receivable or could be reasonably expected to have a material adverse impact on delay the Companypayment of any accounts payable, other than in the ordinary course of business; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practicespractice, (i) introduce any material new products or services or any material marketing campaigns or (ivii) involves the sale of, lease of or transfer of any interest in introduce any material assetsnew sales compensation or incentive programs or arrangements; (p) hiring ofapply for, negotiate or offer of employment to, accept any employees (or if an offer was accepted people that would become employees)Government Grant; or (q) negotiation agree in writing or agreement by the Company or any officer or employees thereof otherwise to do take, any of the things actions described in the preceding foregoing clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by of this Agreement)Section 2.9.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7 or with ---------- respect to agreements with Synbiotics, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) a. transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) b. amendments or changes to the Articles Certificate of Incorporation or Bylaws of the Company; (c) c. capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $10,000; (d) d. destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not by covered by insurance), including the Property; (e) change in accounting methods e. labor trouble or practices (including any change in depreciation claim of wrongful discharge or amortization policies other unlawful labor practice or rates) by the Companyaction; (f) f. revaluation by the Company of any of its assets, including the Property; (g) g. declaration, setting aside or of payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any Company Common Stock; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, h. sale, lease, license license-out or other disposition of any of the assets or properties of the Company, or any creation except sales of any security interest inventory in such assets or properties, including the Propertyordinary course of business; (j) i. amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) j. loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (l) k. waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) ; l. commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; m. notice of any claim of ownership by a third party of Company Intellectual Property Rights (nas defined in Section 2.11 below) or notice of infringement by the Company of any third party's intellectual property rights; n. issuance or sale by the Company of any of its shares of Company Common Stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; o. change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Company Intellectual Property Rights to the Company; p. event or condition of any character that has or could be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) q. negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer Synbiotics and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth on Schedule 4.14, since the date of the Interim Balance Sheet, Sheet there has not been, occurred or arisen anyany of the following with respect to the Fat Grafting Operations: (a) transaction by the Company except any change or any event, occurrence, development or fact that alone or in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesaggregate has resulted in, or would reasonably be expected to result in, a Material Adverse Event; (b) amendments any amendment to Seller’s First Amended and Restated Limited Liability Company Agreement dated February 1, 2018, as amended by Seller’s First Amendment to First Amended and Restated Limited Liability Company Agreement dated December 31, 2021, or changes to the Articles any other organizational documents of Incorporation or Bylaws of the CompanySeller; (c) expenditure any incurrence or commitment assumption by the Company Seller of any Indebtedness in excess of $10,000 5,000 individually or $50,000 25,000 in the aggregate; (d) destruction of, damage to or loss the imposition of any material assets, business or customer Encumbrance (other than a Permitted Encumbrance) upon any of the Company Purchased Assets; (e) any material damage, destruction or loss with respect to the Purchased Assets, whether or not covered by insurance), including the Property; (ef) change in accounting methods any payment, loan or practices advance of any amount to, or sale, transfer or lease of any of Purchased Assets to, or any agreement or arrangement with, any member or equity holder of Seller or any of their respective Affiliates; (including g) any change in the Tax or accounting principles, methods, practices or procedures followed by Seller or any change in the depreciation or amortization policies or rates) rates theretofore adopted by the Company; (f) revaluation by the Company of any of its assetsSeller, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect except as disclosed to the capital stock of the CompanyBuyer in writing; (h) material any change in or revocation by Seller of any compensation arrangement Tax election or any agreement or settlement with any employee, officer, director or stockholderGovernmental Body with respect to Taxes; (i) acquisitionany acquisition by Seller by merging or consolidating with, sale, lease, license or other disposition of any by purchasing a substantial portion of the assets of the Companyof, or by any creation of other manner, any security interest in such assets business or propertiescorporation, including the Propertypartnership, association or other business organization or division thereof; (j) amendment any sale, lease or termination other transfer or disposition by Seller of the Purchased Assets, tangible or intangible, other than for fair consideration in the ordinary course of business in a manner consistent with past practice; (k) any contract (or series of related contracts) entered into by Seller either involving more than $25,000 individually (or $50,000 in the aggregate) or outside the ordinary course of business; (l) any acceleration, termination, modification or cancellation of any material contract, agreement, permit, approval contract (or license series of related contracts) involving more than $25,000 individually (or $50,000 in the aggregate) to which the Company Seller is a party or by which it or its properties is bound, including any purchase and sale agreements for lots in the Project; (km) loan any capital expenditure (or series of related capital expenditures) by Seller either involving more than $25,000 individually (or $50,000 in the Company to any Person, incurring by aggregate) or outside the Company ordinary course of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersbusiness; (ln) any capital investment in, any loan to or any acquisition of the securities or assets of, any other Person; (o) any delay or postponement of payment of accounts payable or other liabilities of Seller outside the ordinary course of business consistent with past practice; (p) any cancellation, compromise, waiver or release of any right or claim of Seller outside the Company, including any write-off or other compromise ordinary course of any account receivable of the Companybusiness; (mq) the commencement or notice or or, to Seller’s knowledge, threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the ProjectSeller; (nr) any event license or condition sublicense of any character that has rights of Seller under or could be reasonably expected with respect to have a material adverse impact on the CompanyIntellectual Property; (os) any agreement, contract, lease or commitment or any extension or modification of the terms notice of any agreement, contract, lease claim of ownership by any Person of Intellectual Property or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer infringement by Seller of any interest in any material assetsPerson’s intellectual property rights; (pt) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)material change in pricing charged by Seller for Fat Grafting Products; or (qu) any negotiation or agreement by the Company Seller or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (pt) (other than negotiations with Monaco or Buyer and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in SCHEDULE 2.9, since July 31, 1999 and through the date of the Interim Balance Sheetthis Agreement, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practicespractices and except as contemplated by this Agreement; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or capital commitment by the Company in excess of $10,000 individually 25,000 in any individual case or $50,000 in the aggregateaggregate (other than commitments to pay expenses incurred in connection with this transaction); (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) work stoppage, labor strike or other labor trouble, or any material action, suit, claim, labor dispute or grievance relating to any labor, safety or discrimination matter involving the Company, including, without limitation, charges of wrongful discharge or other unlawful labor practices or actions; (f) change in accounting methods methods, principals or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation in any material respect by the Company of any of its assets, including including, without limitation, writing down the Propertyvalue of capitalized inventory or writing off notes or accounts receivable; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to any Company Capital Stock, or any direct or indirect redemption, purchase or other acquisition by the capital stock Company of any Company Capital Stock, other than repurchases of Common Stock from directors, officers, employees, consultants or other persons performing services for the Company; (h) material change in any compensation arrangement Company pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the termination of employment or agreement with any employee, officer, director or stockholderother services; (i) acquisitionsplit, combination or reclassification of any Company Capital Stock; (j) increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, including, but not limited to, the modification of any existing compensation or equity arrangements with such individuals (which modification may include the amendment of any vesting terms related to Company Options held by such individuals), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person except for in the ordinary course of the Company's business or as the Company is obligated as of the date hereof; (k) granting of any increase in severance or termination pay or entry into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of the Merger; (l) material agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets is bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets is bound; (m) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any lien or security interest (except for those arising by operation of law and statute) in such assets or properties except in the ordinary course of business and consistent with past practices ("Liabilities"), or such liens or interests which do not materially impair the value or use of such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersothers except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices or loans extended to employees in connection which exercises of Company Options under the Option Plan consistent with past practices; (lo) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the CompanyCompany (other than as required by GAAP); (mp) commencement or or, to the knowledge of the Company notice or threat threat, of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (nq) except as set forth on SCHEDULE 2.3(b) or as contemplated by this Agreement, issuance or sale by the Company of any Company Capital Stock, or securities exchangeable, convertible or exercisable therefor, or any securities, warrants, options or rights to purchase any of the foregoing or any amendment of any existing equity arrangement, except for the issuance of Company Capital Stock upon exercise of Company Options or the Series C Warrant outstanding on July 31, 1999; (r) event or condition of any character that has or could reasonably would be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)Material Adverse Effect; or (qs) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pr) (other than negotiations with Monaco or Buyer Parent and their its representatives and other actions regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in Exhibit C, since the date of the Interim Balance SheetMay 31, 1997, ---------- --------- there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, material business or material customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or consultants, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (collectively a "Company Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment ------------------ Company Agreement which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or, to the knowledge of the Company and the Principal Shareholders, threat of commencement of any lawsuit or proceeding against, or investigation of, the Company; (p) hiring ofnotice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or notice of infringement by the Company of any third party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment toany other of its securities; (r) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that has or, any employees (or if an offer was accepted people that would become employees)to the knowledge of the Company and the Principal Shareholders, may have a Material Adverse Effect on the Company; or (qt) negotiation or agreement by the Company Company, or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by Since September 30, 2024, except as set forth in Section 2.12(a) of the Disclosure Schedule and except for the execution of this Agreement and the discussions, negotiations and the transactions related hereto, (i) the Company except has conducted its business in all material respects in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; business; (bii) amendments or changes to the Articles of Incorporation or Bylaws of the Company; there has not been (cA) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; Material Adverse Effect, (dB) any damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance)) that had or might have a Material Adverse Effect, including the Property; (eC) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by material adverse effect on the Company; ’s sales patterns, pricing policies, Accounts Receivable or accounts payable, (fD) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which adverse effect on the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company customary methods of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation operation of the Company or its affairsbusiness or the manner in which the Company’s business is conducted, including or (E) any material adverse effect on the Projectrelationships between the Company on the one hand and any joint venture partners, suppliers, licensors, customers, licensees, lessors, insurers or other Persons with whom the Company has material business relationships; and (iii) the Company has not experienced, and to the Knowledge of the Company there are not any facts that would give rise to, any business interruptions or Liabilities arising out of, resulting from or related to COVID-19 or any COVID-19 Measures. (b) Since September 30, 2024, except as set forth in Section 2.12(b) of the Disclosure Schedule, the Company has not: (i) amended its Organizational Documents; (nii) (A) declared, set aside or paid any event dividends, or condition made any distributions or other payments in respect of its Equity Interests, (B) split, combined, recapitalized or reclassified any of its Equity Interests or issued or authorized or proposed the issuance of any character that has other securities in respect of, in lieu of or could be reasonably expected to have a material adverse impact on the Companyin substitution for its Equity Interests, or (C) purchased, redeemed or otherwise acquired any of its Equity Interests; (oiii) authorized for issuance, issued, granted, sold, delivered or agreed or committed to issue, grant, sell or deliver any of its Equity Interests; (iv) created, incurred, assumed, guaranteed or otherwise became liable or obligated with respect to any indebtedness, or made any loan or advance to, or any investment in, any Person; (v) made or committed to make any capital expenditures, capital additions, capital improvements or purchase of fixed assets; (vi) reduced the amount of insurance coverage provided by existing Insurance Policies; (vii) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any properties or assets except (i) in the ordinary course of business, or (ii) pursuant to any Material Contract; (viii) terminated or waived any right of substantial value; (ix) adopted, amended, terminated or made any other change to any Employee Benefit Plan or increased the compensation payable to any employee or Contingent Worker (including any increase pursuant to any bonus, profit-sharing or other incentive plan or commitment), or hired or fired any officer or any employee whose annual base salary is in excess of $10,000; (x) merged into or with or consolidated with, or acquired the business or assets of, any Person; (xi) purchased any securities of any Person; (xii) (A) made, changed or revoked any Tax election, (B) changed any annual Tax accounting period, (C) adopted or changed any method of Tax accounting, (D) filed any amended Tax Return, (E) entered into any closing agreement, contract(F) settled any Tax claim or assessment, lease (G) surrendered any right to claim a Tax refund, offset or commitment or other reduction in Tax liability, (H) consented to any extension or modification waiver of the terms limitations period applicable to any Tax claim or assessment, (I) failed to file any Tax Return or pay any Tax (including any estimated Tax) when due and payable, or (J) in each case, taken any other similar action or agreed to take any such action relating to the filing of any agreement, contract, lease Tax Return or commitment which (i) involves the payment of greater than $25,000 per annumany Tax; (xiii) entered into, amended or terminated any Material Contract; (iixiv) extends settled any Action or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator; (xv) sold, licensed, transferred, abandoned or permitted to lapse or expire any Company Intellectual Property, except for more than one (1) year, (iii) involves any payment non-exclusive licenses granted to or obligation to any affiliate of the Company other than from third parties in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetspractice; (pxvi) hiring ofmaintained its books and records other than in the usual, regular and ordinary manner on a basis consistent with prior periods or offer made any change in any of employment toits accounting methods or practices; (xvii) proposed or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) accelerated or delayed the collection of any employees notes or Accounts Receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practice; (xix) delayed or if an offer was accepted people that accelerated payment of any accrued expense, trade payable or other liability beyond or in advance of its due date or the date when such liability would become employees)have been paid in the ordinary course of business consistent with past practice; (xx) liquidated or changed Inventory and material purchasing patterns to be inconsistent with normal course or reduced such purchase patterns to levels which would impact the ability to service demand; or (qxxi) negotiation agreed or agreement by the Company or any officer or employees thereof committed to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)foregoing.

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, there has not beenexcept as disclosed in Section 2.6 of the Disclosure Schedule or as consented to by Parent in accordance with Section 4.2, occurred or arisen anyneither the Company nor any of the Subsidiaries has: (a) transaction by undergone any material change in its financial condition or operations other than changes that were in the ordinary course of the Business; (b) (i) declared or paid any dividends on or made other distributions in respect of any equity interest of the Company or any of the Subsidiaries or set aside funds therefor; (ii) split, combined or reclassified any equity interest of the Company or any of the Subsidiaries or issued, authorized or proposed the issuance of any other securities in respect of, in lieu of or in substitution for, any equity interest of the Company or any of the Subsidiaries; or (iii) repurchased or otherwise acquired any equity interest of the Company or any of the Subsidiaries; (c) issued any equity interest of the Company or any of the Subsidiaries or any other security, instruments, rights or interests in the Company or any of the Subsidiaries or any subscription, option, warrant, commitment or right of any kind whatsoever with respect to any equity interest of the Company or any of the Subsidiaries or any other security, instrument, rights or interest in the Company or any of the Subsidiaries; (d) amended or proposed to amend the Company’s Certificate of Incorporation, the UK Subsidiary’s Memorandum and Articles of Association or the Australian Subsidiary’s Constitution; (e) merged or consolidated with or acquired any equity interest in any Person, or entered into an agreement with respect thereto; acquired or agreed to acquire any assets, except in the ordinary course of business as conducted on the date Business; or made any loan or advance to, or otherwise made any investment in, any Person other than trade debt incurred in the ordinary course of the Interim Balance Sheet and Business consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Companypractice; (f) revaluation by the Company of sold, encumbered or otherwise disposed of, or agreed to sell, lease (whether such lease is an operating or capital lease), encumber, assign or otherwise dispose of, any of its assetsassets (including any equity interest of the Company or any of the Subsidiaries, including other securities of the PropertyCompany or any of the Subsidiaries or Intellectual Property Rights of the Company or any of the Subsidiaries), except in the ordinary course of business; (g) declarationauthorized, setting aside recommended, proposed or payment announced an intention to adopt a plan of a dividend complete or other distribution with respect to the capital stock of the Companypartial liquidation or dissolution; (h) made any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;other than as reflected in compensation data made available to Parent prior to the date hereof; AGREEMENT AND PLAN OF MERGER (i) acquisitionexcept as required by law or any Company Employment Agreement (as defined herein) (i) paid or agreed to pay any pension, sale, lease, license retirement allowance or other disposition employee benefit to any director, officer, management employee or key employee of the Company or any of the assets Subsidiaries, whether past or present; (ii) entered into any new, or materially amended any existing, employment or severance or termination agreement with any Person; (iii) became obligated under any new benefit plan or employee agreement that was not in existence on the date of the CompanyBalance Sheet or amended any such plan or agreement in existence on such date if such amendment would have the effect of materially enhancing any benefits thereunder; (iv) granted any general increase in compensation (including salary, bonus or other benefits) to employees of the Company or any creation of the Subsidiaries; or (v) extended any security interest in such assets loans or propertiesadvances to any of its directors, including officers, management employees or key employees of the PropertyCompany or any of the Subsidiaries, except advances to employees for expenses consistent with past practices; (j) amendment (i) assumed or termination incurred any indebtedness for borrowed money; (ii) guaranteed any such indebtedness; (iii) issued or sold any debt securities or warrants or rights to acquire any debt securities; (iv) guaranteed any debt obligations of any material contractother Person; or (v) created any lien, agreementpledge, permithypothecation, approval charge, mortgage, deed of trust, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest, or license to which the Company is a party or by which it is bound, including similar restriction on any purchase and sale agreements for lots in the Projectasset (an “Encumbrance”); (k) loan by except in the Company to ordinary course of the Business consistent with past practice, (i) entered into any PersonContract; or (ii) modified, incurring by rescinded, terminated, waived, released or otherwise amended in any material respect any of the Company terms or provisions of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersContract; (l) waiver except as required to be consistent with the manner in which the Company has historically prepared its financial statements or release by applicable law, (i) permitted any material change in (1) any practice or policy regarding pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Taxes for accounting, financial or tax purposes, or (2) any method of calculating any right or claim of the Companybad debt, including any write-off contingency or other compromise of reserve for accounting, financial reporting or tax purposes; or (ii) made any account receivable of the Companymaterial Tax election or settled or compromised any material Tax liability with any Governmental Authority; (m) commencement delayed payment on or notice failed to pay when due the trade accounts payable or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation other recurring expenses of the Company or its affairsany of the Subsidiaries, including except as a result of a good faith disagreement with respect thereto, and, any such payable or expense in excess of $25,000 is set forth on Section 2.6(m) of the ProjectDisclosure Schedule; (n) incurred any event or condition capital expenditures in excess of any character that has or could be reasonably expected to have a material adverse impact on the Company$5,000 individually; (o) paid, discharged or settled any agreementclaims, contract, lease liabilities or commitment or any extension or modification obligations in excess of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annumindividually, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than except in the ordinary course of business business; (p) settled, released or forgiven any material claim or litigation or waived any right thereto; (q) except as conducted on that date and consistent with past practices, filed any Tax Return (as defined below) or entered into any agreement with any Governmental Authority directly relating to Taxes or Tax Returns; AGREEMENT AND PLAN OF MERGER (ivr) involves the sale of, lease of waived or transfer agreed to any extension of any interest limitations period in any material assetsrespect of Taxes; (ps) hiring of, made any change in the lines of business in which the Company or offer any of employment to, any employees (the Subsidiaries participates or if an offer was accepted people that would become employees)is engaged; or (qt) negotiation or agreement by the Company or entered into any officer or employees thereof commitment to do take any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated actions prohibited by this Agreement)Section 2.6.

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance SheetSheet Date, there has not been, ---------- occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles Certificate of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $250,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtednesssuch person; except in the ordinary course of business and consistent ------ with past practice, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities exclusive of the Company or guaranteeing by the Company of any debt securities of othersPrincipal Employees; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (each a "Company ------- Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company --------- Agreement which (i) involves the payment of greater than $25,000 50,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others; except for the incurrence of trade debt and advances ------ to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) to the knowledge of the Company or any Company Shareholder, the commencement or notice or threat of commencement of any lawsuit or proceeding against, or investigation of, the Company or its affairs; (p) hiring ofnotice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or notice of infringement by the Company of any third party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment to, any employees other of its securities; except for (1) ------ securities issued in connection with the exercise of Company Options and the conversion of any Preferred Stock and (2) options granted pursuant to Section 4.1(l); (r) change in pricing or if an offer was accepted people royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that would become employees)has or may have a Material Adverse Effect on the Company; or (qt) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this AgreementSince April 30, since 2005, the date of Company (including its subsidiaries) has conducted its business in the Interim Balance Sheet, ordinary course and consistent with past practices and there has not been, occurred or arisen anyarisen: (a) transaction any change, event or condition (whether or not covered by the insurance) that has resulted in, or could reasonably be expected to result in, a Company except in the ordinary course of business Material Adverse Effect (as conducted on the date of the Interim Balance Sheet and consistent with past practicesdefined below); (b) amendments any acquisition, sale, lease, license or changes to the Articles transfer of Incorporation any material asset, property or Bylaws right of the Company; (c) any capital expenditure or commitment by the Company Company, in excess of $10,000 5,000 individually or $50,000 in the aggregate; (d) any destruction of, damage to or loss of any material assets, business assets or customer of the Company properties (whether or not covered by insurance), including ) or business or customer of the PropertyCompany; (e) any change in the Company’s accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) or any restatement of financial statements or revaluation by the Company of any of its assets, including the Propertyproperties or rights; (gf) Other than the repurchases of shares set forth in Section 2.7(f) of the Company Schedule, any declaration, setting aside aside, or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets securities of the Company, or any creation direct or indirect redemption, purchase or other acquisition by the Company of any security interest in such assets of its capital stock or properties, including the Propertyother securities; (jg) amendment any termination of, or termination of violation or default under, any material contract, agreement, permit, approval arrangement or license to which the Company is a party or by which it is the Company or its assets or properties are or may be bound; (h) Except as set forth in Section 2.7(h) of the Company Schedule, any amendment or change to the Articles of Incorporation, Bylaws or other organizational or governing documents of the Company; (i) Other than the employee bonus payments and compensation increases set forth in Section 2.7(f) of the Company Schedule (the “Bonus Payments”), any increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its respective directors, employees, consultants or advisors, or any declaration, payment or commitment or obligation to pay any bonus or other additional salary or compensation (including equity) to any purchase such person; (j) any labor trouble or claim of wrongful discharge or other unlawful labor practice or action (Section 2.7(j) of the Company Schedule includes a list of all employees who have been terminated by the Company, and sale agreements the general reason for lots in the Projecttermination, since inception); (k) any change in an election or accounting method with respect to Taxes (as defined in Section 2.8 below) or settlement or compromise of any material Tax liability, except the change in assessed value of the real property upon change of control of the Company; (l) any loan by the Company to any Personperson or entity (other than the advancement or reimbursement of business expenses to employees in immaterial amounts in the ordinary course of business), incurring or the incurrence by the Company of any indebtedness, guaranteeing the guarantee by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any agreement to guarantee or act as a surety with respect to any payment obligations or debt securities of othersany other party; (lm) any waiver or release of any material right or claim of or in favor of the Company, including any write-off or other compromise of any account receivable of of, or debt owed to, the Company; (mn) any commencement or notice or or, to the best knowledge of Company, any threat of the commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its business or affairs, including other than as set forth in Section 2.15 of the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the CompanyCompany Schedule; (o) any agreement, contract, lease or commitment or any extension or modification of the terms notice of any agreement, contract, lease or commitment which (i) involves the payment claim of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate ownership by a third-party of the Company other than Intellectual Property (as defined in Section 2.11 below) or any allegations that the ordinary course of business as conducted on that date and consistent with past practices, Company is infringing or (iv) involves the sale of, lease of or transfer of has infringed upon any interest in any material assetsthird-party’s Intellectual Property Rights; (p) hiring ofany issuance or sale by the Company of any shares of capital stock or any other securities; (q) any entry into an agreement that grants exclusivity, noncompete or offer of employment to, any employees (most favored-nation rights or if an offer was accepted people that would become employees)which cannot be terminated without penalty on thirty days advance written notice; or (qr) any negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) foregoing (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement), other than as described in Section 2.7(r) of the Company Schedule.

No Changes. Except Since the Balance Sheet Date, except as contemplated by this Agreement, since the date of the Interim Balance Sheetset forth on ---------- Schedule 2.9, there has not been, occurred or arisen any:: ------------ (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practicespractice; (b) amendments capital expenditure or changes to the Articles of Incorporation or Bylaws of commitment for capital expenditure by the Company, either individually or in the aggregate, exceeding $3,500; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer assets of the Company (whether or not covered by insurance), including ) or loss of any business or customers of the PropertyCompany that (i) accounted for $25,000 or more of the Company's revenues for fiscal year 1999 or (ii) is projected to account for $50,000 or more of the Company's projected revenue for fiscal year 2000; (ed) except as specifically requested by Parent, change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fe) except as specifically requested by Parent, revaluation by the Company of any of its assets, including other than depreciation as required by GAAP and reflected on the PropertyClosing Balance Sheet; (gf) declaration, setting aside or payment of a dividend any dividends on or any other distribution with (whether in cash, stock or property) in respect to of any Company Common Stock or profits, or any split, combination or reclassification of Company Common Stock or the issuance or authorization of the issuance of any securities in respect of, in lieu of or in substitution for any share in the stated capital stock of the Company, or the repurchase, redemption or other acquisition, directly or indirectly, of any Company Common Stock or any Company Rights; (g) increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration or payment, or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person, except as made in the ordinary course of business consistent with past practice; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except sales of any security interest inventory and licenses of software pursuant to the Company's standard license agreement, each in such assets or properties, including the Propertyordinary course of business consistent with past practice; (ji) amendment amendment, termination or termination violation of any distribution agreement or any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots other than termination by the Company pursuant to the terms thereof in the Projectordinary course of business; (kj) loan by the Company to any Personperson or entity, incurring other than advances to its employees for travel and business expenses in the ordinary course of business and consistent with past practices, or incurrence by the Company of any indebtednessindebtedness other than trade debt in the ordinary course of business consistent with past practice, guaranteeing guaranty by the Company of any indebtednessindebtedness or debt securities of others, or issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersCompany; (lk) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the Company, exceeding $2,500 in the aggregate; (ml) commencement or notice notice, or to the knowledge of the Company or the Sole Shareholder, threat of commencement commencement, of any lawsuit or judicial proceeding by or administrative proceeding against the Company, or of any investigation of the Company or its affairs; (m) claim of ownership by a third party of any Intellectual Property Asset (as defined in Section 2.13(a) below) or, including to the Projectknowledge of the Company or the Sole Shareholder, infringement by the Company of any third party's intellectual property rights; (n) any event issuance or condition sale by the Company of any character that has Company Common Stock, Company Rights or could be reasonably expected to have a material adverse impact on any other securities of the Company; (o) any agreement, contract, lease change in pricing or commitment royalties set or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of charged by the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets;business; or (p) hiring ofany event or condition of any character, that has had or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof Sole Shareholders believes could be reasonably expected to do any of have a Material Adverse Effect on the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)Company.

No Changes. Except as contemplated by this Agreementset forth in SECTION 2.9 of the Disclosure Schedule, since the date of the Interim Balance SheetSheet Date, there has not been, occurred or arisen any: (a) transaction by the Company or any of its Subsidiaries except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles certificate of Incorporation incorporation or Bylaws bylaws of the CompanyCompany or the organizational documents of any of its Subsidiaries; (c) capital expenditure or commitment by the Company in excess or any of its Subsidiaries exceeding $10,000 50,000 individually or $50,000 100,000 in the aggregate; (d) payment, discharge or satisfaction, in any amount in excess of $50,000 in any one case, or $100,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or any of its Subsidiaries), other than payments, discharges or satisfactions in the ordinary course of business or liabilities reflected or reserved against in the Current Balance Sheet; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or any of its Subsidiaries (whether or not covered by insurance), including the Property; (ef) employment dispute, including but not limited to, claims or matters raised by any individuals or any workers' representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company or any of its Subsidiaries; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or any of its Subsidiaries other than as required by GAAP; (fh) change in any material election in respect of Taxes (as defined in SECTION 2.10(a) hereof), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension (other than a properly filed extension attributable to an extension of time for the filing of any tax returns) or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) revaluation by the Company or any of its Subsidiaries of any of its assets, including the Propertyassets (whether tangible or intangible); (gj) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Common Stock or any Company Preferred Stock, or any split, combination or reclassification in respect of any shares of Company Common Stock or Company Preferred Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock or Company Preferred Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Common Stock or Company Preferred Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with respect to the capital stock of the Companyagreements evidencing Company Options or Company Unvested Shares; (hk) material change increase in the salary or other compensation payable or to become payable by the Company or any of its Subsidiaries to any of their respective officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or any of its Subsidiaries of a severance payment, termination payment, bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person; (il) acquisitionagreement, contract, covenant, instrument, lease, license or commitment to which the Company or any of its Subsidiaries is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company or any of its Subsidiaries is a party or by which it or any of their assets are bound; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the CompanyCompany or any of its Subsidiaries, including, but not limited to, the sale of any accounts receivable of the Company or any of its Subsidiaries, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company or any of its Subsidiaries to any Personperson or entity, incurring by the Company or any of its Subsidiaries of any indebtedness, guaranteeing by the Company or any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (lo) waiver or release of any right or claim of the CompanyCompany or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the CompanyCompany or any of its Subsidiaries; (mp) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or or, to the Knowledge of the Company, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company or investigation any of its Subsidiaries or their affairs, or any reasonable basis for any of the foregoing; (q) notice of any claim or potential claim of ownership by any person other than the Company or any of its Subsidiaries of the Company Intellectual Property (as defined in SECTION 2.13 hereof) owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other person's Intellectual Property (as defined in SECTION 2.13 hereof); (r) issuance or sale, or contract or agreement to issue or sell, by the Company or any of its Subsidiaries of any shares of Company Capital Stock or shares of Capital Stock of any of its Subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or shares of Capital Stock of any of its Subsidiaries, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Capital Stock upon the exercise of options issued under the Plans; (i) sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company or any of its Subsidiaries; (t) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or technology of the Company or any of its affairs, including the ProjectSubsidiaries; (nu) any event or condition of any character that has had or could be is reasonably expected likely to have a material adverse impact on the CompanyCompany Material Adverse Effect; (ov) lease, license, sublease or other occupancy of any agreement, contract, lease or commitment Leased Real Property (as defined in SECTION 2.12(a) hereof) by the Company or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)its Subsidiaries; or (qw) negotiation or agreement by the Company or any of its Subsidiaries, or any officer or employees thereof on behalf of the Company or any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (pv) of this SECTION 2.9 (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) Material transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $50,000; (d) destruction of, material damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) event or condition that has or would be reasonably expected to have a Material Adverse Effect on the Company; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fh) revaluation by the Company of any of its assets, including the Property; (gi) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (hj) material change increase in the salary or other compensation payable or to become payable to any of its officers or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation arrangement to any such person except in the ordinary course of business or agreement with any employee, officer, director or stockholderas otherwise contemplated by this Agreement; (ik) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness consistent with past practices; (jl) amendment or termination (other than pursuant to its terms) of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots bound other than in the Projectordinary course of business; (km) loan by the Company to any Personperson or entity, incurring by the Company of any material indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (ln) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat , except in the ordinary course of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Companybusiness; (o) any agreement, contract, lease issuance or commitment or any extension or modification of sale by the terms Company of any agreementof its shares of capital stock, contractor securities exchangeable, lease convertible or commitment which exercisable therefor, or of any other of its securities except for the issuance of Company Common Stock upon the exercise of stock options; (ip) involves change in pricing or royalties set or charged by the payment of greater than $25,000 per annum, Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (iias defined in Section 2.11) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)business; or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except Since the Balance Sheet Date, except as contemplated by this Agreement, since the date set forth in ---------- Section 2.9 of the Interim Balance SheetCompany Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesthat date; (b) amendments capital expenditure or changes to the Articles of Incorporation or Bylaws of commitment for capital expenditure by the Company, either individually or in the aggregate, exceeding $10,000; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer assets of the Company (whether or not covered by insurance), including ) or loss of any business or customers of the PropertyCompany that (i) accounted for $50,000 or more of the Company's revenues for fiscal year 1998 or (ii) is projected to account for $100,000 or more of the Company's projected revenue for fiscal year 1999; (d) labor trouble or claim of wrongful discharge of which the Company has received written notice or of which Shareholder is aware or other unlawful labor practice or action; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including other than depreciation as required by GAAP and reflected on the PropertyClosing Balance Sheet; (g) declaration, setting aside or payment of a dividend any dividends on or any other distribution with (whether in cash, stock or property) in respect to of any Company Shares or profits, or any split, combination or reclassification of Company Shares or the issuance or authorization of the issuance of any of the securities in respect of, in lieu of or in substitution for any share in the stated capital stock of the Company, or the repurchase, redemption or other acquisition, directly or indirectly, of any Company Shares (or options, warrants or other rights exercisable therefor); (h) material change increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company of a bonus or other additional salary or compensation arrangement or agreement with to any employeesuch person, officer, director or stockholderexcept as made in the ordinary course of business; (i) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except sales of any security interest inventory in such assets or properties, including the Propertyordinary course of business; (j) amendment or termination or violation of any distribution agreement or any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots other than termination by the Company pursuant to the terms thereof in the Projectordinary course of business; (k) loan by the Company to any Personperson or entity, incurring other than advances to its employees for travel and business expenses in the ordinary course of business and consistent with past practices, or incurrence by the Company of any indebtednessindebtedness other than trade debt in the ordinary course of business consistent with past practices, guaranteeing by guaranty of the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the Company, exceeding $1,000 in the aggregate; (m) commencement or notice notice, or to the knowledge of Shareholder or the Company, threat of commencement commencement, of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) claim of ownership by a third party of any Intellectual Property Right (as defined in Section 2.13 below) or, to the knowledge of Shareholder or the Company, infringement by the Company of any third party's intellectual property rights; (o) issuance or sale by the Company of any Company Shares or Company Rights or of any other securities of the Company; (p) change in pricing or royalties set or charged by the Company other than in the ordinary course of business; (q) any event or condition of any character character, that has or could be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qr) negotiation or agreement by the Company or any officer or employees thereof of the Company to do any of the things described in the preceding clauses (a) through (pq) (other than negotiations with Monaco or Buyer ▇▇▇▇▇▇▇▇.▇▇▇ and their its representatives regarding the transactions contemplated by this AgreementAgreement and acts otherwise permitted by such clauses (a) through (q)).

No Changes. Except as contemplated by this Agreementset forth on Schedule 2.9, since the date of the Interim Current Balance SheetSheet until the date hereof, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course Ordinary Course of business Business as conducted on as of the date of the Interim Current Balance Sheet and consistent with past practicesSheet; (b) amendments or changes to the Articles of Incorporation Association or Bylaws organizational documents of the Company; (c) capital expenditure or commitment for a capital expenditure by the Company in excess of $10,000 exceeding €20,000 individually or $€50,000 in the aggregate; (d) destruction of, material damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) organized labor trouble or claim of any unlawful labor practice or action; (f) event or condition of which the Class A Stockholders have Knowledge that has had, or would be reasonably expected to have, a Material Adverse Effect on the Company; (g) change in accounting methods or practices (including any change in depreciation depreciation, amortization or amortization revenue recognition policies or rates) by the Company; (fh) revaluation by the Company of any of its assets, including the Property; (gi) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (hj) material change increase in the salary or other compensation (including any equity-based compensation, bonus or payment) payable or to become payable to any of its employees, consultants or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person; (ik) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the Ordinary Course of any security interest in such assets or properties, including the PropertyBusiness; (jl) amendment or termination (other than pursuant to its terms) of any material contract, agreement, permit, approval Contract described in Schedule 2.12 or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the ProjectSchedule 2.25; (km) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the Ordinary Course of Business; (ln) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (mo) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (p) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.25) to the Company, other than in the Ordinary Course of Business; (q) termination, voluntary or involuntary, of any employee or consultant; (r) commencement or notice or threat of commencement settlement of any lawsuit litigation or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on Proceeding involving the Company; (os) acquisition or agreement to acquire (including by way of a merger or consolidation or by purchasing any assets or equity securities) any agreement, contract, lease or commitment business or any extension corporation, partnership, association or modification of the terms of any agreement, contract, lease other business organization or commitment which division thereof; (it) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practicesentry into, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment toagreement to enter into, any employees (strategic alliance, joint development or if an offer was accepted people that would become employees); or (q) negotiation or agreement joint marketing arrangement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement).Company;

No Changes. Except as contemplated by this Agreementset forth in Exhibit C, since the date of the Interim Balance SheetDecember 31, ---------- --------- 1996, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation Organization or Bylaws operating Agreement of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (collectively a "Company Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company ----------------- Agreement which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat of commencement of any lawsuit or proceeding against investigation of the Company or its affairs; (p) hiring of, notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or offer of employment to, infringement by the Company of any employees (or if an offer was accepted people that would become employees); orthird party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (r) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that has or may have a Material Adverse Effect on the Company or; (t) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, there has not been, ---------- occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (each a "Company ------- Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company Agreement --------- which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat in writing of commencement of any lawsuit or proceeding against, or investigation of, the Company or its affairs; (p) hiring of, notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or offer notice of employment to, infringement by the Company of any employees (or if an offer was accepted people that would become employees); orthird party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (r) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that has or could reasonably be expected to have a Material Adverse Effect on the Company or; (t) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance SheetSheet Date, there has not been, occurred or arisen arisen, other than in connection with this Agreement and the Merger, any: (a) transaction by the Company or its Subsidiary except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) modifications, amendments or changes to the Articles of Incorporation Charter Documents or Bylaws the organizational documents of the CompanySubsidiary; (c) capital expenditure or capital commitment by the Company in excess of exceeding $10,000 individually or $50,000 in the aggregate; (d) other than the payment of Third Party Expenses, payment, discharge, waiver or satisfaction, in any amount in excess of $5,000 in any one case, or $10,000 in the aggregate, of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or its Subsidiary), other than payments, discharges or satisfactions in the ordinary course of business of liabilities recorded or reserved against in the Current Balance Sheet; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or its Subsidiary (whether or not covered by insurance), including the Property; (ef) employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company or its Subsidiary; (g) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or its Subsidiary; (fh) adoption of or change in any material election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) revaluation by the Company or its Subsidiary of any of its assetstheir assets (whether tangible or intangible), including writing down the Propertyvalue of intangible assets or writing off notes or accounts receivable; (gj) declaration, setting aside or payment of a dividend any distribution (whether in cash or property) in respect of any Company Units, any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for Company Units, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any Company Units (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except (i) in accordance with the agreements evidencing Company Unvested Units, and (ii) a cash distribution with respect in an amount equal to up to forty-five percent (45%) of the estimated net taxable income (within the meaning of Section 703 of the Code and any comparable provision of California law) from operations of the Company for the period beginning on January 1, 2006 and ending on the Closing Date; provided that (A) for purposes hereof the net taxable income of the Company shall not include any income arising on account of the Merger or the other transactions contemplated hereunder; (B) income and expenses of the Company for any period beginning prior to the capital stock Closing Date and ending after the Closing Date shall be allocated using such reasonable method, consistently applied, as the Company, with the approval of Purchaser, may select; and (C) Purchaser shall have reviewed and approved of the calculation of such estimated net taxable income of the Company prior to any such distribution by the Company; (hk) material (i) increase in or other change to the salary or other compensation payable or to become payable by the Company or its Subsidiary to any of their officers, employees, consultants or advisors, (ii) the declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or its Subsidiary of a severance payment, termination payment, bonus or other additional salary or compensation to any compensation arrangement such Person, other than the declaration and payment of up to an aggregate of $20,850 of bonuses payable to the Company’s employees employed as of May 8, 2006 pursuant to the Company’s 2006 Bonus Policy memorandum, or agreement with (iii) adoption or amendment of any employeeCompany Employee Plan, officer, director or stockholderexecution or amendment of any Employee Agreement; (il) acquisitionagreement, contract, covenant, instrument, lease, license or commitment to which the Company or its Subsidiary is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company or its Subsidiary is a party or by which it or any of their assets is bound, other than pursuant to the Company’s Standard Form of Agency Agreement; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the CompanyCompany or its Subsidiary, including the sale of any accounts receivable of the Company or its Subsidiary, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company or its Subsidiary to any Person, or purchase by the Company or its Subsidiary of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (o) incurring by the Company or its Subsidiary of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or its Subsidiary of any additional indebtedness, issuance or sale of any debt securities of the Company or its Subsidiary or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (lp) waiver or release of any right or claim of the CompanyCompany or its Subsidiary, including any write-off or other compromise of any account receivable of the CompanyCompany or its Subsidiary; (mq) commencement or settlement of any lawsuit by the Company or its Subsidiary, the commencement, settlement, notice or threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against or investigation of the Company or its affairsSubsidiary or relating to any of its businesses, including properties or assets, or any reasonable basis for any of the Projectforegoing; (nr) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company or its Subsidiary of the Company Intellectual Property owned by or developed or created by the Company or its Subsidiary or of the Content, or of infringement by the Company or its Subsidiary of any other Person’s Intellectual Property or rights to music or other content; (s) issuance, grant, delivery, sale or purchase, or proposal, contract or agreement to issue, grant, deliver, sell or purchase, by the Company or its Subsidiary, of any Company Units or securities convertible into, or exercisable or exchangeable for, Company Units, or any subscriptions, warrants, options, rights or securities to acquire any of the foregoing; (t) other than in the ordinary course of business, (i) sale, lease, license or transfer of any Content or execution, modification or amendment of any agreement with respect to Content with any Person, or (ii) purchase or license of any music or other content or execution, modification or amendment of any agreement with respect to the music or other content of any Person, (iii) agreement or modification or amendment of an existing agreement with any Channel Outlet, or (iv) change in pricing set or charged by the Company or its Subsidiary for the license, purchase or use of the Content or in pricing or royalties set or charged by Persons who have conveyed Content to the Company or its Subsidiary; (u) event or condition of any character that has or could be reasonably expected to have had a material adverse impact on Company Material Adverse Effect, other than an event generally affecting Purchaser and other participants in the Companydigital distribution market; (ov) any agreement, contract, lease purchase or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in real property, granting of any material assetssecurity interest in any real property or lease, license, sublease or other occupancy of any Leased Real Property or other real property by the Company or its Subsidiary; (pw) hiring of, acquisition by the Company or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation its Subsidiary or agreement by the Company or its Subsidiary to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or its Subsidiary; (x) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or its Subsidiary; (y) any action to accelerate the vesting schedule of any Company Unvested Units; (z) hiring, promotion, demotion or termination or other change to the employment status or title of any Employees; (aa) cancellation, amendment or renewal of any insurance policy of the Company or its Subsidiary; or (bb) agreement by the Company or its Subsidiary, or any officer or employees thereof on behalf of the Company or its Subsidiary, to do any of the things described in the preceding clauses (a) through (paa) of this Section 2.10 (other than negotiations with Monaco or Buyer Purchaser and the Members and their representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Except Since the Balance Sheet Date, except as contemplated by this Agreement, since the date set forth on Section 2.10 of the Interim Balance SheetDisclosure Schedule, there has not been, occurred or arisen any: (a) other than immaterial transactions with a total monetary value that does not exceed $50,000 individually or $200,000 in the aggregate, transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws Charter Documents of the CompanyCompany other than as contemplated by this Agreement; (c) capital expenditure or commitment by the Company in excess of exceeding $10,000 50,000 individually or $50,000 200,000 in the aggregate, except as contemplated by the Company’s 2008 operating plan approved by the Company’s Board of Directors, a copy of which has been provided to Parent; (d) payment, discharge or satisfaction, in any amount in excess of $50,000 in any one case, or $200,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company), other than payments, discharges or satisfactions in the ordinary course of business, consistent with past practices, of liabilities reflected or reserved against in the Current Balance Sheet or arising in the ordinary course of business since the Balance Sheet Date; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company (whether or not covered by insurance), including the Property; (ef) employment dispute, including but not limited to, claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany other than as required by GAAP; (fh) adoption of or change in any material Tax (as defined in Section 2.11) election or any Tax accounting method, entering into any closing agreement with respect to Taxes, settlement or compromise of any Tax claim or assessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment; (i) revaluation by the Company of any of its assetsassets (whether tangible or intangible), including without limitation, writing down the Propertyvalue of inventory or writing off notes or accounts receivable; (gj) declaration, setting aside or payment of a dividend or other distribution with (whether in cash, stock or property) in respect to of any Company Common Stock, or any split, combination or reclassification in respect of any shares of Company Common Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock, or any direct or indirect repurchase, redemption, or other acquisition by the capital stock Company of the Companyany shares of Company Common Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (hk) material change increase in the salary or other compensation payable or to become payable by the Company to any of its respective officers, directors, employees, consultants or advisors, or the declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company of a severance payment, termination payment, bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person; (il) acquisition, Material Contract or any termination or amendment thereof; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the Company outside of the ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company to any Personperson or entity, incurring or purchase by the Company of any debt securities of any person or entity, except for advances to employees for travel and business expenses in the ordinary course of business in an amount not to exceed $10,000 in any one case or $25,000 in the aggregate; (o) incurrence by the Company of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (lp) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (mq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or or, to the Knowledge of the Company, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against or investigation of the Company or its affairs, including or any reasonable basis for any of the Projectforegoing; (nr) written notice or, to the Knowledge of the Company, oral notice, of any claim or potential claim of ownership, interest or right by any person other than the Company of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the Company of any other person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock, Company Preferred Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, Company Preferred Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise of options issued under the Plan or issuances of shares of Company Common Stock or Company Preferred Stock upon the exercise of Company Warrants; (i) except standard end user licenses entered into in the ordinary course of business, consistent with past practice, sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property Rights of any person or entity, (ii) except in the ordinary course of business, consistent with past practice, purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any person or entity, (iii) agreement or material modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) material change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Technology or Intellectual Property Rights to the Company; (u) event or condition of any character that has had or could be is reasonably expected likely to have a material adverse impact on the CompanyCompany Material Adverse Effect; (ov) any agreementlease, contractlicense, lease sublease or commitment or any extension or modification of the terms other occupancy of any agreement, contract, lease or commitment which Leased Real Property (ias defined in Section 2.13 hereof) involves by the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)Company; or (qw) negotiation or agreement by the Company Company, or any officer or employees thereof on behalf of the Company, to do any of the things described in the preceding clauses (a) through (pw) of this Section 2.10 (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Current Balance Sheet, there has not been, occurred or arisen any: (a) commitment or transaction by the Company or any of its Subsidiaries except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments amendment or changes change to the Articles of Incorporation Incorporation, Bylaws or Bylaws other organizational documents, as the case may be, of the CompanyCompany or any of its Subsidiaries; (c) expenditure change in the Company’s or commitment any of its Subsidiaries authorized capital structure; (d) capital expenditures, lease commitments or capital commitments by the Company or any of its Subsidiaries, either individually exceeding $100,000 or in the aggregate exceeding $200,000; (e) payment, discharge or satisfaction by the Company or any of its Subsidiaries, in any amount in excess of $10,000 individually 100,000 in any one case or $50,000 200,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction (i) of any Borrowed Money Indebtedness, or (ii) in the ordinary course of business of other liabilities reflected or reserved against in the Current Balance Sheet, or arising thereafter in the ordinary course of business; (df) destruction of, damage to or loss of any material assets, business or customer of the Company Assets (whether or not covered by insurance), including in excess of $200,000 in the Propertyaggregate; (eg) revaluation by the Company or any of its Subsidiaries of any of their respective Assets; (h) change, event or effect that has had a Material Adverse Effect on the Company or any of its Subsidiaries; (i) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or any of its Subsidiaries, including, but not limited to, any change made in accordance with GAAP; (fj) revaluation by the Company change in any election material with respect to Taxes, adoption or change in any material accounting method in respect of Taxes, agreement or settlement of any material claim or assessment in respect of its assetsTaxes, including extension or waiver of the Propertylimitation period applicable to any material claim or assessment in respect of Taxes, or material amendment or change of any Return; (gk) declaration, setting aside or payment of a dividend or other distribution with respect to the shares in the capital stock of the Company, or any split, combination or reclassification in respect of any shares in the capital of the Company, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares in the capital of the Company, or any direct or indirect redemption, repurchase or other acquisition by the Company of any shares in the capital of the Company (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the Company Share Option Plan; (hl) material increase in the salary or other compensation payable or to become payable by the Company or any of its Subsidiaries to any of its officers, directors or employees (other than increases in the ordinary course of business for employees who are not executive officers) or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or any of its Subsidiaries, of a severance payment, termination payment, change in control payment, bonus or other additional salary or compensation to any compensation arrangement or agreement with any employee, officer, director or stockholdersuch Person except as otherwise contemplated by this Agreement; (im) acquisitiontermination by the Company (other than expiration in accordance with its terms), extension by the Company (other than renewal in accordance with its terms), material amendment or material modification of the terms of any Contract set forth on the Disclosure Schedules other than in the ordinary course of business consistent with past practices; (n) sale, lease, assignment, license or other disposition of any of the assets Assets of the Company, Company or any creation of any security interest its Subsidiaries other than in such assets or properties, including the Propertyordinary course of business consistent with past practices; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (ko) loan by the Company or any of its Subsidiaries to or capital investment in any Person, incurring by the Company or any of its Subsidiaries of any indebtednessindebtedness for borrowed money, guaranteeing by the Company or any of its Subsidiaries of any indebtednessindebtedness for borrowed money of others, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing by the Company of any debt securities of others; (lp) waiver or release of any material right or claim of the CompanyCompany or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the CompanyCompany or any of its Subsidiaries; (mq) commencement or notice or threat of commencement settlement of any lawsuit by the Company or judicial any of its Subsidiaries; (r) issuance or administrative proceeding against sale, or investigation contract or agreement to issue or sell, by the Company or any of its Subsidiaries of any of shares in the capital of the Company or securities exchangeable, convertible or exercisable therefor, or of any other of its affairssecurities, including except for, in the Projectcase of the Company, issuances or sales of shares in the capital of Company upon the exercise of Company Share Options or Company Warrants outstanding as of the date of this Agreement; (ns) transfer or license to or from any event Person any Intellectual Property Rights (including any Company Intellectual Property) or condition entry into or amendment of any character that has or could be reasonably expected to have a material adverse impact on the Company; agreement with any Person regarding any Intellectual Property Rights (o) including any agreementCompany Intellectual Property), contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than except in the ordinary course of business as conducted on that date and consistent with past practicespractice or (ii) agreement with respect to the development of any Intellectual Property with a third party or amendment of any such agreement except in the ordinary course of business consistent with past practice, or (iviii) involves change in pricing or royalties set or charged by the sale of, lease Company or any of its Subsidiaries to its customers or transfer licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property or Intellectual Property Rights to the Company or any of any interest in any material assetsits Subsidiaries; (pt) hiring ofagreement or modification to any material agreement pursuant to which any other party was granted marketing, distribution, development or offer similar rights of employment toany type or scope with respect to any products or services of the Company or any of its Subsidiaries or Company Intellectual Property; (u) failure to pay or otherwise satisfy its monetary obligations as they become due, any employees (or if an offer was accepted people that would become employees)except such as are being contested in good faith; or (qv) negotiation or agreement by the Company or any of its Subsidiaries or any officer or employees thereof employee on behalf of the Company or any of its Subsidiaries to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreementu).

No Changes. Except as contemplated by this Agreementset forth on Schedule 3.9, since the date of the Interim Balance SheetSeptember 30, 2002, there has not been, occurred or arisen been any: (a) transaction transactions by the Company Acquired Entity except in the ordinary course of business conducted as conducted on of that date; (b) material adverse change in the date financial condition, liabilities, assets or results of operation of the Interim Balance Sheet and business of the Acquired Entity; (c) indebtedness or liability, whether accrued, absolute, contingent or otherwise incurred by the Acquired Entity except in the ordinary course of business; (d) default under any indebtedness of the Acquired Entity, or any event which with the lapse of time or the giving of notice, or both, would constitute such a default, other than defaults that will be cured or waived by the Closing Date, which defaults will be disclosed to Schwarzkopf on an amended Schedule 3.9 to be provided at the Closing; (e) amendment or termination of any Material Contract, lease or license to which the Acquired Entity is a party, other than notices of termination that will be rescinded by the Closing Date; (f) material increase in compensation paid, payable or to become payable by the Acquired Entity to any of its employees; (g) extraordinary losses (whether or not covered by insurance) or waiver by the Acquired Entity of any rights of extraordinary value; (h) commitment to or liability to any labor organization; (i) lowering of the prices charged by the Acquired Entity for goods or services in a manner not consistent with past practices; (bj) amendments or changes notice from any customer as to the Articles customer's intention not to conduct business with the Acquired Entity, the result of Incorporation which loss or Bylaws losses of business, individually or in the Companyaggregate, has had, or could reasonably be expected to have, a material adverse effect on the business; (ck) expenditure change in the Acquired Entity's authorized or commitment issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Acquired Entity; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Acquired Entity of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in excess respect of $10,000 individually or $50,000 in the aggregateshares of capital stock; (dl) destruction amendment to the Organizational Documents of the Acquired Entity; (m) payment or increase by the Acquired Entity of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (n) adoption of, damage or increase in the payments to or loss of benefits under, any material assetsprofit sharing, business bonus, deferred compensation, savings, insurance, pension, retirement, or customer other employee benefit plan for or with any employees of the Company Acquired Entity; (o) damage to, or destruction or loss of, any asset or property of the Acquired Entity, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, or financial condition of the Acquired Entity, taken as a whole; (p) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Acquired Entity or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Acquired Entity, including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the PropertyIntellectual Property Assets; (jq) amendment cancellation or termination waiver of any material contractclaims or rights with a value to the Acquired Entity in excess of $10,000.00 per individual claim or right, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in excess of $100,000.00 in the Projectaggregate; (kr) loan change in the accounting methods used by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersAcquired Entity; (ls) waiver agreement, whether oral or release of written, by the Acquired Entity to do any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company;foregoing; or (mt) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any other event or condition of any character character, other than those matters generally known to the public, that has or could be might reasonably expected to have a material adverse impact effect on the Company; (o) any agreementAcquired Entity's or the business' Assets, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practicesfinancial condition, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)business.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, since the date of the Interim December 31 Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesthat date; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $20,000; (dc) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (d) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (h) material change increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation arrangement to any such person except as otherwise contemplated by this Agreement or agreement the transactions contemplated hereby, other than normal course of business salary increases in connection with any employee, officer, director ongoing yearly reviews or stockholderpromotions (none of which exceeds 10% of the previous year's salary); (i) acquisition, sale, lease, license sale or other disposition transfer of any of the assets asset of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness as conducted on that date; (j) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Personperson or entity (other than expense advances to employees, all of which are immaterial in any amount and are issued in the normal course of business), incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) the commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) notice of any claim of ownership by a third party of Company Intellectual Property Rights (as defined in Section 2.11 below) or of infringement by the Company of any third party's intellectual property rights; (o) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (p) change in pricing or royalties set or charged by the Company; (q) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on materially impair the Company; (o) any agreement, contract, lease 's business or commitment or any extension or modification the value of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)such business; or (qr) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pq) (other than negotiations with Monaco or Buyer and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth on Schedule 3.6, since the date Balance Sheet Date there has been no material adverse change in the business, operations, properties, assets, contractual relationships or condition of the Interim Balance SheetCompany, the Company has conducted the Business only in the ordinary course and there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assetsfinancial condition, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate liabilities of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetsbusiness; (pb) hiring ofany material damage or destruction to or loss of any asset of the Company, whether or not covered by insurance; (c) any commitment by the Company to provide benefits payable to or for the benefit of any employee of the Company upon the occurrence of a change in control or to pay a deal bonus to any employee of the Company; (d) any material increase in the salary, wage or bonus payable by the Company to any employee of the Company; (e) any change in any method of accounting; (f) any sale or other disposition of assets or operations identifiable with a product line of the Company, or offer any acquisition of employment toanother business, whether through the purchase of assets, stock or otherwise, except in the ordinary course of business; (g) any sale, lease or other disposition of any material assets of the Company (other than inventory in the ordinary course of business), or any condemnation or expropriation or other taking of any assets of the Company, or known threat thereof, by any Governmental Authority; (h) any issuance, sale or disposition of capital stock or any other securities or grant of any option, warrant or other right to subscribe for or purchase any capital stock or any other securities of the Company; (i) any declaration or payment of any dividend or distribution with respect to the capital stock of the Company or any redemption, purchase or acquisition of the capital stock of the Company; (j) any write-offs, write-downs or write-ups of the value of any of the inventory or other assets of the Company; (k) any mortgage or pledge of any material assets of the Company, except for Permitted Encumbrances or arising in the ordinary course of business; (l) any creation or assumption of any Indebtedness, except for Indebtedness incurred in the ordinary course of business or pursuant to Contracts disclosed on Schedule 3.6, entered into in the ordinary course of business; (m) any guarantee of any liability (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of business and except for the endorsement of negotiable instruments by the Company in the ordinary course of business; (n) any Tax election made, any employees (Tax liability settled or if an offer was accepted people that would become employees)compromised, or any waiver or extension of the statute of limitations with respect to any Taxes; or (qo) negotiation any agreement or agreement by the Company or any officer or employees thereof commitment to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)foregoing.

No Changes. Except as contemplated by this AgreementFrom December 31, since 1999 to the date of the Interim Balance Sheetthis Agreement, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 individually 100,000 in any individual case or $50,000 250,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in , or any compensation arrangement direct or agreement with indirect redemption, purchase or other acquisition by the Company of any employee, officer, director or stockholderof its capital stock; (i) acquisitionincrease in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees, independent contractors or consultants, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person except as otherwise contemplated by this Agreement; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness and consistent with past practices; (jk) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kl) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersothers except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices and except for advances under the Company's existing revolving credit agreement (which agreement has not been amended since December 31, 1999); (lm) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (mn) commencement or notice or to the Company's knowledge threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (no) notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.11 below) or of infringement by the Company of any third party's Intellectual Property rights; (p) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities, except for options granted in the ordinary course of business and Company Common Stock issued upon the exercise of options; (q) change in pricing or royalties charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (r) event or condition of any character that has or could would be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qs) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pr) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, Sheet there has not been, occurred or arisen any: (a) transaction by the Company except any material adverse change in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCompanies taken as a whole; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) any material damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including ) adversely affecting the Propertybusiness of the Companies taken as a whole; (ec) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any dividend, or other distribution with distribution, in respect to the of any equity capital or capital stock of the CompanyCompanies or any direct or indirect redemption, purchase or other acquisition of such capital or stock; (d) any option to purchase any capital stock of the Companies granted to any person, or any employment or deferred compensation agreement entered into between each of the Companies and any of their stockholders, officers, directors, employees or consultants; (e) any issuance or sale by the Companies of any stock, bonds or other corporate securities, or any partial or complete formation, acquisition, disposition or liquidation of the Companies; (f) any labor union activity (including without limitation any negotiation, or request for negotiation, with respect to any union representation or any labor contract) respecting the Companies; (g) any statute, rule or regulation, or, to the best knowledge of the Companies and THI, any government policy, adopted which may materially and adversely affect the business of the Companies; (h) material change in any compensation arrangement mortgage, lien, attachment, pledge, encumbrance or agreement security interest created on any asset, tangible or intangible, of the Companies, or assumed, either by the Companies or by others, with respect to any employeesuch assets, officer, director or stockholderexcept for liens permitted under Section 2.8; (i) acquisitionany indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that is reflected in this Agreement) engaged in, by the Companies, except those in the ordinary course of business that are individually, or in the aggregate to one group of related parties, less than one hundred thousand dollars ($100,000); (j) any obligation or liability discharged or satisfied by the Companies, except items included in current liabilities shown on the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the ordinary course of business which are individually, or in the aggregate to one group of related parties, less than one hundred thousand dollars ($100,000) in amount; (k) any sale, assignment, lease, license transfer or other disposition of any tangible asset of the assets Companies, except in the ordinary course of the Companybusiness, or any creation sale, assignment, lease, transfer or other disposition of any security interest in such assets its patents, trademarks, trade names, brand names, copyrights, licenses or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersother intangible assets; (l) any amendment, termination or waiver or release of any material right or claim of belonging to the Company, including any write-off or other compromise of any account receivable of the CompanyCompanies; (m) commencement any increase in the compensation or notice benefits payable or threat to become payable by the Companies to any of commencement of any lawsuit their officers or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project;employees; and (n) any event other action or condition omission by the Companies, or the passage of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreementresolution, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)business.

No Changes. Except Since the Interim Date Cell-Matrix has conducted its business only in the ordinary course. Without limiting the generality of the foregoing sentence, except as contemplated by this Agreementdisclosed in Section 4.9 of Cell-Matrix Disclosure Schedule, since the date of the Interim Balance Sheet, Date there has not been, occurred or arisen any: (a) transaction by the Company except any material change in the ordinary course financial condition, assets, liabilities, net worth or business of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCell-Matrix; (b) amendments any damage, destruction or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) destruction ofloss, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including adversely affecting the Propertyproperties in the aggregate or business of Cell-Matrix, or any deterioration in the operating condition of Cell-Matrix's assets; (c) any mortgage, pledge or actual or pending lien, charge or Encumbrance of any kind of any of Cell-Matrix's assets, tangible or intangible; (d) any strike, walkout, labor trouble or any other new or continued event, development or condition of similar character at Cell-Matrix; (e) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution in respect of any of the stock of Cell-Matrix, or any direct or indirect redemption, purchase or other acquisition of any stock of Cell-Matrix or any rights to purchase such stock or securities convertible into or exchangeable for such stock; (f) any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee, agent or Stockholder of Cell-Matrix, or any increase in, or any addition to, other benefits (including without limitation any bonus, profit sharing, pension or other plan) to which any of Cell-Matrix's officers, directors, employees, agents or Stockholders may be entitled, or any payments to any pension, retirement, profit sharing, bonus or similar plan except payments in the ordinary course of business and consistent with respect past practice made pursuant to the employee benefit plans described in Section 4.17 of Cell-Matrix Disclosure Schedule, or any other payment of any kind to or on behalf of any such officer, director, employee, agent or Stockholder other than payment of base compensation and reimbursement or advance for reasonable business expenses in the ordinary course of business; (g) any making or authorization of any capital stock expenditures in excess of the Company$5,000 per month; (h) any cancellation or waiver of any right material change in to the operation of Cell-Matrix's business or any compensation arrangement cancellation or agreement with waiver of any employee, officer, director debts or stockholderclaims; (i) acquisition, any sale, lease, license transfer or other disposition of any of the assets of the Company, or any creation of any security interest in such assets or properties, including the PropertyCell-Matrix; (j) amendment any payment, discharge or termination satisfaction of any material contractLiability by Cell-Matrix, agreementother than the payment, permitdischarge or satisfaction, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Projectordinary course of business, of Liabilities shown or reflected on the Interim Financial Statements; (k) loan by the Company to any Person, incurring by the Company material adverse change or any threat of any indebtednessmaterial adverse change in Cell-Matrix's relations with, guaranteeing by the Company or any loss or threat of loss of, any indebtednessof Cell-Matrix's material customers, issuance clients or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuppliers, including without limitation, Cell-Matrix's licensees and licensors; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise offs as uncollectable of any account notes or accounts receivable of Cell-Matrix or write-downs of the Companyvalue of any assets by Cell-Matrix; (m) commencement any change by Cell-Matrix in any method of accounting or notice keeping its books of account, accounting practices, investment practices, or threat of commencement of any lawsuit claims, payment and processing practices or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Projectpolicies; (n) any event creation, incurrence, assumption or condition guarantee by Cell-Matrix of any character that has Liabilities, except in the ordinary course of business, or could be reasonably expected to have a material adverse impact any creation, incurrence, assumption or guarantee by Cell-Matrix of any indebtedness for money borrowed (other than renewals on comparable terms of Liabilities reflected on the CompanyInterim Financial Statements); (o) any agreementpayment, contractloan or advance of any amount to or in respect of, lease or commitment or any extension transfer or modification lease of the terms any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, contractarrangement or transaction with, lease any Related Party except for compensation to the officers and employees of Cell-Matrix at rates not exceeding the rates of compensation disclosed in Section 4.18 of Cell-Matrix Disclosure Schedule or commitment which as permitted in clause (if) involves of this Section 4.9; (p) any disposition of or failure to keep in effect any rights in, to or for the payment use of greater than $25,000 per annumany patent, (ii) extends for more than one (1) yeartrademark, (iii) involves service ▇▇▇▇, trade name or copyright, or any payment or obligation disclosure to any affiliate of the Company Person not an employee or Related Party (other than disclosures to Cell-Matrix, Buyer or those made in the ordinary course of business as conducted on that date and consistent with past practices, pursuant to an effective confidentiality agreement) or (iv) involves the sale of, lease of or transfer other disposal of any interest trade secret, process or know-how used by Cell-Matrix in any material assetsits business; (pq) hiring ofany transaction, agreement or offer event outside the ordinary course of employment toCell-Matrix's business; (r) any amendment to the charter, any employees (bylaws or if an offer was accepted people that would become employees)other organizational documents of Cell-Matrix; or (qs) negotiation or agreement by any failure to maintain in full force and effect substantially the Company or any officer or employees thereof to do any same level and types of insurance coverage as in effect on the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)Interim Date.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, and limited to ---------- the Actual Knowledge of the Company for purposes of Article VIII, since the date of the Interim Balance SheetSheet Date, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles Certificate of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment for capital expenditure by the Company in excess of $10,000 individually 5,000 in any individual case or $50,000 15,000 in the aggregateaggregate not otherwise disclosed in writing to Parent; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property) that would have a Material Adverse Effect; (e) change in accounting methods strike, work stoppage, or practices (including any change in depreciation claim of wrongful discharge or amortization policies other unlawful labor practice or rates) by the Companyaction; (fg) revaluation by the Company of any of its assets, including without limitation, writing down the Propertyvalue of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in , or any compensation arrangement direct or agreement with indirect redemption, purchase or other acquisition by the Company of any employee, officer, director or stockholderof its capital stock except repurchases of unvested capital stock under the Company Option Plan; (i) acquisitionincrease in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person, except, in each case, to employees who are not officers or directors of the Company in the ordinary course of business and except as otherwise contemplated by this Agreement and to severance payments made in connection with this Agreement in with the consent of Parent; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness as conducted on that date and consistent with past practices; (jk) transfer to any person or entity any rights to the Company Intellectual Property Rights (as defined in Section 2.11(a) below) other than licensing of Company Intellectual Property Rights in the ordinary course of business; (l) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Projectwhich amendments or terminations have not been specifically disclosed to Parent; (km) the loan by the Company to any Person, person or entity or the incurring by the Company of any indebtedness, the guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (ln) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company other than such waiver or lease made in the ordinary course of business and without a Material Adverse Effect on the Company; (mo) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (np) notice of any claim of ownership by a third party of the Company Intellectual Property Rights or of infringement by the Company of any third party's intellectual property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities, except to employees in connection with the issuance, amendment or exercise of any stock options under the Company's Option Plan or Company Warrants or the issuance of the Company Series E; (r) any agreements pursuant to which any other party is granted marketing, distribution or similar rights of any type or scope with respect to any products of the Company; (s) event or condition of any character that has or could reasonably would be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than revenue fluctuations in the ordinary course of business business, the incurrence of Merger related expenses (including related severance payments to Company employees as conducted on that date and consistent agreed to with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employeesParent); or (qt) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (ps) (other than as contemplated in the negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions transactions, including but not limited to payments of severance to employees of the Company, contemplated by this Agreement).

No Changes. Except as expressly contemplated by this Agreement, or other than as set forth in Section 2.11 of the Disclosure Schedule, since the date Balance Sheet Date, each of the Interim Balance Sheet, Company and each Proxima Subsidiary has operated the Business only in the ordinary course and there has not been, occurred or arisen any: (a) amendment or change to their respective Charter Documents or Subsidiary Charter Documents, as applicable; (b) amendment of any term of any outstanding security of the Company or any Proxima Subsidiary other than Company Options; (c) expenditure, transaction or commitment by the Company except or any Proxima Subsidiary exceeding $50,000 individually or $100,000 in the aggregate with respect to any single Person; (d) payment, discharge, waiver or satisfaction, in any amount in excess of $50,000 in any one case of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or any Proxima Subsidiary), other than payments, discharges, waivers or satisfactions in the ordinary course of business as conducted on or liabilities reflected or reserved against in the date of the Interim Current Balance Sheet and consistent with past practicesSheet; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (de) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or any Proxima Subsidiary (whether or not covered by insuranceinsurance or revaluation by the Company or any Proxima Subsidiary of any of their assets (whether tangible or intangible), including without limitation, writing down the Propertyvalue of inventory or writing off notes or accounts receivable); (ef) material employment dispute, including but not limited to, claims or matters raised by any individuals or any workers' representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company or any Proxima Subsidiary; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or any Proxima Subsidiary other than as required by GAAP; (fh) revaluation by the Company change in any material election in respect of Taxes (as defined in Section 2.13(a) hereof), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of its assetsTaxes, including or extension or waiver of the Propertylimitation period applicable to any claim or assessment in respect of Taxes; (gi) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or any Subsidiary Capital Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock or Subsidiary Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or Subsidiary Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company or any Proxima Subsidiary of any shares of Company Capital Stock or Subsidiary Capital Stock, as applicable (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), other than with respect to the capital stock of the CompanyCompany Options as contemplated herein; (hj) material change in issuance, grant, delivery or sale by any compensation arrangement of the Proxima Subsidiaries of any shares of Subsidiary Capital Stock or agreement with securities convertible into, or exercisable or exchangeable for, shares of Subsidiary Capital Stock, or any employeesecurities, officerwarrants, director options or stockholderrights to purchase any of the foregoing; (ik) acquisitiongrant, increase in or other change to the salary or other compensation payable or to become payable by the Company or any Proxima Subsidiary to any of their respective officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or any Proxima Subsidiary of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (l) agreement, contract, covenant, instrument, lease, license or commitment to which the Company or any Proxima Subsidiary is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company or any Proxima Subsidiary or by which they or any of their assets are bound, other than in the ordinary course of business; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the CompanyCompany or any Proxima Subsidiary (other than Intellectual Property), including, but not limited to, the sale of any accounts receivable of the Company or any Proxima Subsidiary, or any creation of any security interest in Lien on such assets or properties, including other than non-exclusive licenses of the PropertyCompany Products by the Company or any Proxima Subsidiary in the ordinary course of business; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company or any Proxima Subsidiary to any Person (other than advances to employees of the Company in the ordinary course of business for business-related expenses), purchase by the Company or any Proxima Subsidiary of any debt securities of any Person, incurring or capital contributions to investment in any Person; (o) incurrence by the Company or any Proxima Subsidiary of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or any Proxima Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or any Proxima Subsidiary or guaranteeing by the Company of any debt securities of others; (lp) waiver or release of any right or claim of the CompanyCompany or any Proxima Subsidiary, including any write-off or other compromise of any account receivable of the CompanyCompany or any Proxima Subsidiary, other than in the ordinary course of business; (mq) commencement or settlement of any lawsuit by the Company or any Proxima Subsidiary, the commencement, settlement, notice or written threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company, any Proxima Subsidiary or investigation their respective affairs; (r) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company or its affairs, including any Proxima Subsidiary in or to the ProjectIntellectual Property (as defined below) owned by the Company or any Proxima Subsidiary or of infringement by the Company or any Proxima Subsidiary of any other Person's Intellectual Property (as defined below); (ns) (i) sale or license of any Intellectual Property owned by the Company or any Proxima Subsidiary or execution of any agreement with respect to Intellectual Property owned or exclusively licensed by the Company or any Proxima Subsidiary with any Person, (ii) purchase or license of any Intellectual Property or execution of any agreement with respect to the Intellectual Property of any Person, (iii) agreement or modification to any Contract pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Products or Company Intellectual Property, or (iv) material change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company or any Proxima Subsidiary, except in the case of clause (i), pursuant to the Company's End User Agreement, substantially on standard terms and conditions; (t) any event agreement to purchase or sell any interest in real property or grant any security interest in any real property, enter into any lease, sublease, or other occupancy agreement with respect to any real property, or alter, amend, modify or terminate any of the terms of any of the material Lease Agreement (as defined in Section 2.15(b)) by the Company or any Proxima Subsidiary; (u) acquisition or agreement to acquire by merging or consolidating with, or by purchasing all or substantially all of the assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the Business; (v) cancellation, amendment or renewal of any insurance policy; (w) event, occurrence, development, state of circumstances, facts, or condition of any character that has had or could would reasonably be reasonably expected to have a material adverse impact on the Company; (o) any agreementhave, contract, lease individually or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practicesaggregate, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)a Company Material Adverse Effect; or (qx) negotiation or agreement by the Company or any officer Proxima Subsidiary or any of their respective officers or employees thereof on behalf of the Company or any Proxima Subsidiary, to do any of the things described in the preceding clauses (a) through (pw) of this Section 2.11 (other than negotiations with Monaco or the Buyer and their its representatives regarding the transactions contemplated by this Agreement and any Related Agreement).

No Changes. Except as contemplated by this Agreementset forth in Section 2.9 of the Company Disclosure Letter, since the date of the Interim Current Balance SheetSheet Date, there has not been, occurred or arisen any: (aA) transaction by the Company or any of its subsidiaries except in the ordinary course of business as conducted on the date Ordinary Course of the Interim Balance Sheet and consistent with past practicesCompany's Business; (bB) amendments or changes to the Articles certificate of Incorporation incorporation or Bylaws bylaws of the CompanyCompany or any of its subsidiaries; (cC) capital expenditure or commitment by the Company or any of its subsidiaries exceeding, prior to the date hereof, $50,000 individually or $100,000 in the aggregate, and after the date hereof, which does not constitute a breach of Section 4.1. (D) payment, discharge or satisfaction, in any amount in excess of $10,000 individually 50,000 in any one case, or $50,000 100,000 in the aggregate, of any Liability (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the Ordinary Course of the Company's Business, Liabilities reflected or reserved against in the Current Balance Sheet and Liabilities incurred after the date hereof which does not constitute a breach of Section 4.1; (dE) destruction of, damage to or loss of any material assets, material business or material customer of the Company or any of its subsidiaries (whether or not covered by insurance), including the Property; (eF) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (G) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or any of its subsidiaries other than as required by GAAP; (fH) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement (I) revaluation by the Company or any of its subsidiaries of any of its their respective assets, including the Property; (gJ) declaration, setting aside or payment of a dividend or other distribution with (whether in cash, stock or property) in respect to of any Company Capital Stock or any capital stock of any subsidiary of the Company, or any split, combination or reclassification in respect of any shares of Company Capital Stock or any shares of the capital stock of any subsidiary of the Company, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or shares of the capital stock of any subsidiary of the Company, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by any subsidiary of the Company of the capital stock of such subsidiary (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options and Company Warrants and except for Additional Employee Options issued after the date hereof which do not constitute a breach of Section 4.1 of this Agreement; (hK) material change except for adjustments in the Ordinary Course of the Company's Business for employees (other than the officers or directors of the Company) which do not constitute a breach of Section 4.1 of this Agreement after the date hereof, increase in the salary or other compensation payable or to become payable by the Company or any of its subsidiaries to any of its officers or directors, or in the wage schedule for any other employees or advisors of the Company or any of its subsidiaries, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or any of its subsidiaries, of a severance payment, termination payment, bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person; (iL) acquisitionother than the Contracts identified in Section 2.9(L) of the Company Disclosure Letter and Contracts entered into in the Ordinary Course of the Company's Business after the date hereof which do not constitute a breach of Section 4.1 of this Agreement, enter into any agreement, contract, covenant, instrument, lease, license or commitment to which the Company or any of its subsidiaries is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any agreement, contract, covenant, instrument, lease, license or (M) sale, lease, license or other disposition of any of the material assets or material properties of the Company, Company or any of its subsidiaries or any creation of any security interest in such material assets or material properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kN) loan by the Company or any of its subsidiaries to any Personperson or entity (other than test account loans given in reasonable amount in the Ordinary Course of the Company's Business and loans entered into after the date hereof in accordance with Section 4.1.N of this Agreement), incurring by the Company or any of its subsidiaries of any indebtedness, guaranteeing by the Company or any of its subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its subsidiaries or guaranteeing by the Company of any debt securities of othersothers except for advances to employees for travel and business expenses in the Ordinary Course of the Company's Business; (lO) waiver or release of any right or claim of the CompanyCompany or any of its subsidiaries, including any write-off or other compromise of any account receivable of the CompanyCompany or any of its subsidiaries; (mP) commencement the commencement, settlement, notice or, to the Knowledge of the Company, or notice or any of its subsidiaries, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company or investigation any of its subsidiaries or its affairs, or any reasonable basis for any of the foregoing; (Q) notice of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property or of infringement by the Company or any of its subsidiaries of any other person's Intellectual Property; (R) issuance or sale, or contract to issue or sell, by the Company or any of its subsidiaries of any shares of Company Capital Stock or any of its subsidiaries' capital stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or any of its subsidiaries' capital stock, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Capital Stock upon exercise of the Company Options and Company Warrants described in Section 2.3.B of the Company Disclosure Schedule and issuances of Additional Employee Options in the Ordinary Course of the Company's Business which are not in breach of Section 4.1 hereof. (S) Except for a transaction entered into after the date hereof in the Ordinary Course of the Company's Business which does not violate Section 4.1 hereof, the sale or license of any Company Intellectual Property or entering into of (T) agreement or modification to agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of the Company or any of its affairs, including subsidiaries except in the ProjectOrdinary Course of the Company's Business; (nU) any event or condition of any character that has had or could be is reasonably expected likely to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment Company or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)its subsidiaries; or (qV) negotiation or agreement by the Company or any of its subsidiaries (or any officer or employees thereof on behalf of, and binding upon, the Company or any of its subsidiaries) to do any of the things described in the preceding clauses (a) through (pu) of this Section (other than negotiations with Monaco or Buyer Sybase and their its representatives regarding the transactions Transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, except for the execution of this Agreement and the other agreements contemplated hereby and the taking of actions contemplated hereby, there has not been, occurred or arisen any: (ai) transaction by any Material Adverse Effect, other than continuing operating losses and losses attributable to the abandonment of leasehold improvements that will result when the Company except vacates its premises in connection with the ordinary course of business as conducted on the date termination of the Interim Balance Sheet and consistent with past practiceslease for its current space at 46 ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (bii) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) any damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property) to property which could reasonably be expected to have a Material Adverse Effect; (eiii) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any dividend, or other distribution distribution, in respect of the capital stock of the Company or the Subsidiary, or any direct or indirect redemption, purchase or other acquisition of such stock; (iv) except as set forth on the Disclosure Schedule, any option, warrant or right to purchase the capital stock of the Company or of the Subsidiary granted to any person, or any employment or deferred compensation agreement entered into between the Company or the Subsidiary and any of their respective officers, directors or consultants; (v) any issuance or sale by the Company or by the Subsidiary of any stock (other than upon the exercise of stock options), bonds or other corporate securities, or any partial or complete formation, acquisition, disposition or liquidation of the Company or of the Subsidiary; (vi) any labor union trouble (including without limitation any negotiation, or request for negotiation, with respect to any union representation or any labor contract) respecting the capital stock Company or the Subsidiary; (vii) to the Company's knowledge, any statute, rule or regulation, or any government policy, adopted which pertains particularly to the Company's business (and not businesses in general) and which may materially and adversely affect the business or assets of the Company; (hviii) material change any mortgage, lien, attachment, pledge, encumbrance or security interest created on any asset, tangible or intangible, of the Company or of the Subsidiary, or assumed, either by the Company or by others, with respect to any such asset, except for liens for taxes not yet due, and for equipment leases and purchase money security interests entered into in any compensation arrangement or agreement with any employee, officer, director or stockholderthe ordinary course of business; (iix) acquisitionany indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that reflected in this Agreement or attributable to the obligations of the Company under this Agreement or the preparation thereof) engaged in, by the Company or by the Subsidiary, except those in the ordinary course of business; (x) any obligation or liability discharged or satisfied by the Company or by the Subsidiary, except items included in current liabilities shown on the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the ordinary course of business; (xi) any sale, assignment, lease, license transfer or other disposition of any tangible asset of the Company or of the Subsidiary, except in the ordinary course of business, or any sale, assignment, lease, transfer or other disposition of any of the assets of the Companyits patents, or any creation of any security interest in such assets or propertiestrademarks, including the Property; (j) amendment or termination of any material contracttrade names, agreementbrand names, permitcopyrights, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off licenses or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairsintangible assets, including the Project; (n) any event or condition of any character that has or could be reasonably expected except pursuant to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than license agreements entered into in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetsbusiness; (pxii) hiring ofany amendment, termination or offer waiver of any material right belonging to the Company or to the Subsidiary; (xiii) any increase in the compensation or benefits payable or to become payable by the Company or by the Subsidiary to any of its officers or employees except for ordinary increases for non-management employees in accordance with prior practice; (xiv) except as set forth on the Disclosure Schedule, any transaction or contract with a director or officer of the Company or of the Subsidiary (whether executive officer or division officer) or a member of any such director's or officer's family, including a loan, change of employment toconditions, any employees (change of pension rights or if an offer was accepted people that would become employees)bonus, not approved in writing by KLA-Tencor; or (qxv) negotiation or agreement by the Company or any officer or employees thereof to do audit of any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)Tax.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.7, since the date of the Interim ---------- Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in , or any compensation arrangement direct or agreement with indirect redemption, purchase or other acquisition by the Company of any employee, officer, director or stockholderof its capital stock; (i) acquisitionincrease in the salary or other compensation payable or to become payable to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such person except as otherwise contemplated by this Agreement; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness as conducted on that date and consistent with past practices; (jk) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kl) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (lm) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (mn) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (no) notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.11 below) or of infringement by the Company of any third party's Intellectual Property rights; (p) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (q) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (r) event or condition of any character that has or could be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qs) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pr) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) material transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of exceeding $10,000 25,000 individually or $50,000 100,000 in the aggregate; (d) payment, discharge or satisfaction, in an amount in excess of $25,000 in any one case, or $100,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Balance Sheet; (e) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including ) exceeding $25,000 individually or $100,000 in the Propertyaggregate; (ef) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (g) event or condition that has or would be reasonably expected to have a Material Adverse Effect on the Company; (h) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fi) revaluation by the Company of any of its assets, including the Property; (gj) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock; (hk) material change increase in the salary or other compensation payable or to become payable to any of the Company's officers or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch person except as described in Section 2.7(k) of the Company Schedule; (il) acquisition, sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except for fair market value to the Company in the ordinary course of any security interest in such assets or properties, including the Propertybusiness and consistent with past practices; (jm) amendment or termination (other than pursuant to its terms) of any material contract described in Section 2.12(a) of the Company Schedule or any contract, agreement, permit, approval license or license to which agreement described in Section 2.11(n) of the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the ProjectSchedule; (kn) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (lo) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and business, consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring ofissuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment toany other of its securities, except for (i) the issuance of Company Common Stock or Company Preferred Stock upon the exercise of the Company Options or Company Warrants described in Schedules 2.2(b) and 2.2(c); and (ii) the grant of options to acquire Company Common Stock pursuant to and in accordance with the Option Plan in accordance with past practices and in amounts and under circumstances which will not prevent the accounting for the transactions contemplated by this Agreement as a pooling of interests; (q) change in any employees material respect in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (or if an offer was accepted people that would become employees)as defined in Section 2.11) to the Company; or (qr) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pq) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in Section 2.9 of the Disclosure ---------- ----------- Schedule, since the date of the Interim Balance SheetJune 30, 2001, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles articles of Incorporation incorporation or Bylaws bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of exceeding $10,000 individually or $50,000 25,000 in the aggregate; (d) payment, discharge or satisfaction, in any amount in excess of $10,000 in any one case, or $25,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company (whether or not covered by insurance), including the Property; (ef) labor trouble or claim of wrongful discharge or other unlawful labor practice or action with respect to the Company; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany other than as required by GAAP; (fh) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) revaluation by the Company of any of its assets, including the Propertyassets (whether tangible or intangible); (gj) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Common Stock, or any split, combination or reclassification in respect of any shares of Company Common Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Common Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with respect to the capital stock of the Companyagreements evidencing Company Options; (hk) material change increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment by the Company of a severance payment, termination payment, bonus or other additional salary or compensation arrangement or agreement to any such person except in the ordinary course of business as conducted and consistent with any employee, officer, director or stockholderpast practices; (il) acquisitionany agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets are bound, except in the ordinary course of business as conducted and consistent with past practices; (m) sale, lease, license or other disposition of any of the material assets (whether tangible or intangible) or material properties of the Company, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties, including except in the Propertyordinary course of business as conducted and consistent with past practices; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company to any Personperson or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for draws by the Company under its secured revolving credit facility and advances to employees for travel and business expenses, in each case, in the ordinary course of business consistent with past practices; (lo) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company, except in the ordinary course of business as conducted and consistent with past practices; (mp) commencement the commencement, settlement, notice or, to the Knowledge of the Company or notice or the Principal Shareholders, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against or investigation of the Company or its affairs, including or any reasonable basis for any of the Projectforegoing; (nq) notice of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13 hereof) owned by or developed or created by the Company or of ------------ infringement by the Company of any other person's Intellectual Property (as defined in Section 2.13 hereof); ------------ (r) issuance or sale, or contract to issue or sell, by the Company of any shares of Company Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise thereof; (s) (i) sale or license of any Company Intellectual Property or execution of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, or (ii) purchase or license of any Intellectual Property or execution of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company, except in each case, in the ordinary course of business consistent with past practices; (t) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of the Company; (u) any event or condition of any character that has had or could be is reasonably expected likely to have a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qv) negotiation or agreement by the Company Company, or any officer or employees thereof on behalf of the Company, to do any of the things described in the preceding clauses (a) through (pu) of this Section 2.9 (other than negotiations with Monaco or Buyer Parent and their its ----------- representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Except To the knowledge of ERT and the Principal Shareholders, and except as contemplated by this Agreementset forth in Schedule 3.5(g), since the date of the Interim Balance SheetSeptember 30, 1998, there has not been, occurred or arisen arisen, as of the date hereof, any: (ai) transaction by the Company MNET except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (bii) amendments amendment or changes change to the Articles of Incorporation Operating Agreement or Bylaws (or comparable organizational document) of the CompanyMNET; (ciii) capital expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregateMNET; (div) destruction of, damage to or loss of any material assets, business or customer of the Company MNET (whether or not covered by insurance), including the Property; (ev) change increase in accounting methods the salary or practices other compensation payable or to become payable by MNET to any of the 10 most highly paid employees of MNET, or the declaration, payment or commitment or obligation of any kind for the payment by MNET, of a bonus or other additional salary or compensation to any such person (including other than annual increases consistent with past practice not exceeding in any change in depreciation or amortization policies or rates) by the Companyone case more than 10% of annual base salary); (fvi) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of any of the assets or properties of MNET, except in the Company, or any creation ordinary course of any security interest in such assets or properties, including the Propertybusiness as conducted on that date and consistent with past practices; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kvii) loan by the Company MNET to any Personperson or entity, incurring by the Company MNET of any indebtedness, guaranteeing by the Company MNET of any indebtedness, issuance or sale of any debt securities of the Company MNET or guaranteeing by the Company of any debt securities of othersothers by MNET, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (lviii) waiver or release of any material right or claim of the CompanyMNET, including any material write-off or other compromise compromise, outside the ordinary course of business, of any account receivable of the Companyreceivable; (mix) the commencement of any lawsuit or notice or threat of commencement of any material lawsuit or judicial or administrative proceeding against or investigation of the Company MNET or its affairs, including the Project; (nx) notice of any claim of ownership by a third party of MNET Intellectual Property Rights or of infringement by MNET of any third party's copyright, patent, trade mark, ▇▇rvice mark, ▇▇ade secret or other proprietary right ("INTELLECTUAL PROPERTY"); (xi) material change in pricing set or charged by MNET to its customers or in pricing or royalties set or charged by persons who have licensed Intellectual Property to MNET; (xii) any event or condition of any character that has or could be reasonably expected to have a material adverse impact Material Adverse Effect on the Company; (o) any agreementMNET, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qxiii) negotiation or agreement by the Company MNET or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pm) (other than negotiations with Monaco or DMT, and Buyer and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except Since the Balance Sheet Date, except as contemplated by this Agreement, since the date of the Interim Balance Sheetexpressly permitted hereunderunder, there has not been, occurred or arisen any: (a) transaction by the Company or any of its Subsidiaries except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) modifications, amendments or changes to the Articles Charter Documents or the organizational documents of Incorporation or Bylaws of the Companyany Subsidiary; (c) expenditure or commitment by the Company in excess of new Contract exceeding $10,000 individually or $50,000 in the aggregateaggregate determinable on the face of the Contract or any commitment or transaction of the type described in Section 2.12 hereof in any case by the Company or any of its Subsidiaries; (d) payment, discharge, waiver or satisfaction, in any amount in excess of $50,000 in any one case, or $100,000 in the aggregate, of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or any of its Subsidiaries), other than payments, discharges or satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; (e) destruction of, damage to to, or loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or any of its Subsidiaries (whether or not covered by insurance), including the Property; (ef) employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company or any of its Subsidiaries; (g) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany or any of its Subsidiaries other than as required by GAAP; (fh) adoption of or change in any material election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) revaluation by the Company or any of its Subsidiaries of any of its assetsassets (whether tangible or intangible), including writing down the Propertyvalue of inventory or writing off notes or accounts receivable; (gj) declaration, setting aside or payment of a dividend or other distribution with (whether in cash, stock or property) in respect to of any Company Capital Stock or the capital stock of any Subsidiary, or any split, combination or reclassification in respect of any shares of Company Capital Stock or the Companycapital stock of any Subsidiary, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or the capital stock of any Subsidiary, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or the capital stock of any Subsidiary (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options; (hk) material increase in or other change to the salary or other compensation payable or to become payable by the Company or any of its Subsidiaries to any of their respective officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or any of its Subsidiaries of a severance payment, termination payment, bonus or other additional salary or compensation arrangement or agreement with to any employee, officer, director or stockholdersuch Person; (il) acquisitionagreement, contract, covenant, instrument, lease, license or commitment to which the Company or any of its Subsidiaries is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company or any of its Subsidiaries is a party or by which it or any of their assets are bound; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the Company or any of its Subsidiaries, including the sale of any accounts receivable of the Company or any of its Subsidiaries but excluding the sale of any Company products in accordance with the Company’s standard terms in the ordinary course of business consistent with past practices, or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company or any of its Subsidiaries to any Person, or purchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (o) incurring by the Company or any of its Subsidiaries of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing by the Company of any debt securities of others, except for trade payables incurred in the ordinary course of business consistent with past practices and advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (lp) waiver or release of any right or claim of the CompanyCompany or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the CompanyCompany or any of its Subsidiaries; (mq) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or, to the Knowledge of the Company or the Shareholders, threat of commencement of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company or investigation any of its Subsidiaries or relating to any of their businesses, properties or assets, or any reasonable basis for any of the foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company or any of its Subsidiaries of the Company Intellectual Property owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other Person’s Intellectual Property; (s) issuance, grant, delivery, sale or purchase, or proposal, contract or agreement to issue, grant, deliver, sell or purchase, by the Company or any of its Subsidiaries, of any shares of Company Capital Stock or shares of capital stock of any of its Subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or shares of capital stock of any of its Subsidiaries, or any subscriptions, warrants, options, rights or securities to acquire any of the foregoing, except for issuances of Company Capital Stock upon the exercise of options issued under the Plan; (t) (i) sale, lease, license or transfer of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to Company Intellectual Property with any Person or with respect to the Intellectual Property of any Person other than the sale of any Company products in accordance with the Company’s standard terms in the ordinary course of business consistent with past practices, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any Person, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company or any of its Subsidiaries; (u) agreement or modification to any Contract pursuant to which any other party is or was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or technology of the Company or any of its affairs, including the ProjectSubsidiaries; (nv) any event or condition of any character that has or could be reasonably expected to have had a material adverse impact on the CompanyCompany Material Adverse Effect; (ow) any agreement, contract, lease purchase or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in real property, granting of any material assetssecurity interest in any real property or lease, license, sublease or other occupancy of any Leased Real Property or other real property by the Company or any of its Subsidiaries; (px) hiring of, acquisition by the Company or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation Subsidiary or agreement by the Company or any Subsidiary to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or its Subsidiaries; (y) grant by the Company or any Subsidiary of any severance or termination pay (in cash or otherwise) to any Employee, including any officer, except payments made pursuant to written agreements disclosed in the Disclosure Schedule; (z) adoption or amendment of any Company Employee Plan, execution or amendment of any Employee Agreement, or payment or agreement by the Company or any Subsidiary to pay any bonus or special remuneration to any director or Employee, or increase or modify the salaries, wage rates or other compensation (including any equity-based compensation) of any Employee; (aa) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or any Subsidiary; (bb) any action to accelerate the vesting schedule of any Company Options, Company Unvested Common Stock or Company Warrants; (cc) hiring, promotion, demotion or termination or other change to the employment status or title of any Employees; (dd) alteration of any interest of the Company or any Subsidiary in a Subsidiary or any corporation, association, joint venture, partnership or business entity in which the Company or any Subsidiary directly or indirectly holds any interest; (ee) cancellation, amendment or renewal of any insurance policy of the Company or any Subsidiary; or (ff) agreement by the Company or any of its Subsidiaries, or any officer or employees thereof on behalf of the Company or any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (pee) of this Section 2.10 (other than negotiations with Monaco or Buyer Purchaser and the Shareholders and their representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Except as contemplated by this AgreementSince September 30, since 1997, the date of Companies have ---------- conducted the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company except Business only in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicespractice and, except as set forth on Schedule 2.7, there has not been: ------------ (a) any Material Adverse Effect; (b) amendments any change in the salaries or changes other compensation payable or to the Articles of Incorporation become payable to, or Bylaws any advance (excluding advances for ordinary business expenses) or loan to, any employee of the Company; (c) expenditure Business, or commitment by the Company in excess of $10,000 individually material change or $50,000 in the aggregate; (d) destruction material addition to, or material modification of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) change in accounting methods or practices other benefits (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assetsbonus, including the Property; (g) declarationprofit-sharing, setting aside or payment of a dividend pension or other distribution with respect to the capital stock of the Company; (h) material change plan in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisition, sale, lease, license or other disposition of which any of the assets employees of the Company, or any creation of any security interest in such assets or properties, including the Property; (jBusiness participate) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim employees of the CompanyBusiness may be entitled, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and the Business consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetspractice; (pc) hiring ofany material change or modification in any manner of the Companies' existing Inventory management and collection and payment policies, procedures and practices with respect to Inventory and accounts receivable and accounts payable, respectively, of the Business, acceleration of payment of payables or failure to pay or delay in payment of payables and any change in the Companies' existing policies, procedures and practices, with respect to the provision of discounts, rebates or allowances insofar as they relate to the Business; (d) any cancellation or waiver by any Company of any right material to the Business or any cancellation or waiver of any material Debts of or claims of the Business against Parent or any other Affiliate of any Company or any disposition of or failure to keep in effect any rights in, to or for the use of any Permit material to the Business; (e) any damage, destruction or loss, or offer eminent domain or other condemnation proceeding affecting the distribution center located in Salt Lake City, Utah, or the Business which individually or in the aggregate has had a Material Adverse Effect, whether or not covered by insurance; (f) any change by any Company in its method of employment toaccounting or keeping its books of account or accounting practices with respect to the Business except as required by GAAP; (g) any acquisition, sale, transfer or other disposition of any employees material Assets of the Business other than the disposition of (i) Inventory in the ordinary course of the Business consistent with past practice or if an offer was accepted people (ii) Assets not used or useful in the Business; (h) any commencement or termination of any line of business; (i) any action that would become employeesbe prohibited to be taken after the date of this Agreement under Section 4.1(c); or (qj) negotiation any agreement in writing or agreement by the Company or any officer or employees thereof otherwise to do take any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)foregoing actions.

No Changes. Except as contemplated or required by this Agreement or as consented to by Parent in writing pursuant to Article V, during the period from the Balance Sheet Date to the date of this Agreement, since and during the date period from and after the Date of this Agreement to the Interim Balance SheetClosing Date, there has not been, occurred or arisen any: (a) material transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments modification, amendment or changes change to the Articles of Incorporation Charter Documents; (c) expenditure, transaction or Bylaws of commitment exceeding $35,000 individually or $150,000 in the aggregate by the Company; (cd) expenditure payment, discharge, waiver or commitment by the Company satisfaction, in any amount in excess of $10,000 individually 35,000 in any one case, or $50,000 150,000 in the aggregate, of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company), other than payments, discharges or satisfactions in the ordinary course of business of liabilities reflected or reserved against on the Current Balance Sheet; (de) material destruction of, damage to to, or loss of any material assets, business assets (whether tangible or customer of the Company (intangible and whether or not covered by insurance), including material business or material customer of the PropertyCompany; (ef) material employment dispute, including material claims or matters raised by any individual, Governmental Entity, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company; (g) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the CompanyCompany other than as required by GAAP; (fh) adoption of or change in any material election in respect of Taxes other than in the ordinary course of business, adoption or change in any material accounting method in respect of Taxes other than in the ordinary course of business, agreement or settlement of any claim or assessment in respect of material Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes (other than by reason of filing a Return within an automatically extended filing period); (i) revaluation by the Company of any material portion of its assetsassets (whether tangible or intangible), including writing down the Propertyvalue of inventory or writing off notes or accounts receivable, other than in the ordinary course of business consistent with past practice; (gj) declaration, setting aside or payment of a dividend or other distribution with (whether in cash, stock or property) in respect to of any Company Capital Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the capital stock Company of the Companyany shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (hk) (i) increase in or other material change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company to any of its respective officers or directors or any material increase in or other material change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company to any of its Current Employees or consultants or (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company of a severance payment, termination payment, bonus, special remuneration or other additional salary or compensation arrangement (including equity based compensation), in each case to any of its officers or agreement with directors or declaration, payment or commitment or obligation of any employeekind for the material payment (whether in cash or equity) by the Company of a severance payment, officertermination payment, director bonus, special remuneration or stockholderother additional salary or compensation (including equity based compensation), in each case to any of its Current Employees or consultants; (il) acquisitionentering into any Material Contract or any termination, extension, amendment or modification of the terms of any Material Contract; (m) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the Company, including the sale of any accounts receivable of the Company, or any creation of any security interest in such assets or properties, including in each case other than in the Propertyordinary course of business consistent with past practice; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kn) loan by the Company to any PersonPerson (except for advances to Employees for travel and business expenses in the ordinary course of business consistent with past practices), or purchase by the Company of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (o) incurring by the Company of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for obligations to reimburse Employees for travel and business expenses incurred in the ordinary course of business consistent with past practices; (lp) waiver or release of any material right or claim of the Company, including any write-off waiver, release or other compromise of any material account receivable of the Company; (mq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, written notice or, to the knowledge of the Company, threat or threat of commencement other notice of any lawsuit or judicial proceeding or administrative proceeding other investigation against the Company or investigation relating to any of their businesses, properties or assets; (r) written notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of any of the Company Material Intellectual Property or its affairs, including of infringement by the ProjectCompany of any other Person’s Intellectual Property; (ns) issuance, grant, delivery, sale or purchase of, or proposal, Contract to issue, grant, deliver, sell or purchase, by the Company, of (i) any event shares of Company Capital Stock or condition securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or (ii) any character that has subscriptions, warrants, options, rights or could be reasonably expected securities to have a material adverse impact on acquire any of the Companyforegoing, except for issuances of Company Capital Stock upon the exercise of options issued under the Company Option Plan; (ot) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which other than entering into (iy) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate non-exclusive licenses and related agreements with respect thereto of the Company other Products with a retail value (i.e. full price on Company’s standard price list) of less than $35,000 to end users pursuant to written agreements in the ordinary course of business as conducted on that date and consistent do not materially differ in substance from the Company’s standard form(s) including attachments (which are included in Section 3.14(k) of the Disclosure Schedule) or that, if different from the standard form, do not contain any terms that are materially less favorable to the Company than the corresponding term of the standard form, or (z) agreements relating solely to licensing of Shrink-Wrapped Code to the Company for its own use entered into in the ordinary course of business: (i) sale, lease, license or transfer of any Company Intellectual Property or execution, modification or amendment of any agreement with past practicesrespect to Company Intellectual Property with any Person or with respect to the Intellectual Property of any Person, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any Person involving aggregate payments by the Company in excess of $150,000, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party involving aggregate payments by the Company in excess of $150,000, or (iv) involves material change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company; (u) a Company Material Adverse Effect; (v) purchase or sale of, lease of or transfer of any interest in real property, entry into or renewal, amendment or modification of any material assetslease, license, sublease or other occupancy of any Leased Real Property or other real property by the Company; (pw) hiring acquisition by the Company of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any officer equity securities that are material, individually or employees thereof in the aggregate, to the Company; (x) adoption or amendment of any Company Employee Plan, or execution or amendment of any Employee Agreement (other than execution of the Company standard at will offer letter); (y) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company; (z) any action to accelerate the vesting schedule of any Company Options or Company Common Stock; (aa) promotion, demotion or termination or other change to the employment status or title of any Current Employee; (bb) alteration of any interest of the Company in a Subsidiary or any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any ownership interest; (cc) cancellation, amendment or renewal of any insurance policy of the Company; (dd) issuance or agreement to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to the Company in excess of $35,000 individually or $150,000 in the aggregate; or (ee) agreement by the Company to do any of the things described in the preceding clauses (a) through (pdd) of this Section 3.9 (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, Sheets there has not been, occurred or arisen any: (a) transaction by the Company except any material adverse change in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCompanies taken as a whole; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) any material damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including ) adversely affecting the Propertybusiness of the Companies taken as a whole; (ec) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any dividend, or other distribution distribution, in respect of any capital stock of any of the Companies or any direct or indirect redemption, purchase or other acquisition of such stock; (d) any option to purchase any capital stock of any of the Companies granted to any person, or any employment or deferred compensation agreement entered into between any Company and any of its stockholders, officers, directors, employees or consultants; (e) any issuance or sale by any of the Companies of any stock, bonds or other corporate securities, or any partial or complete formation, acquisition, disposition or liquidation of any of the Companies; (f) any labor union activity (including without limitation any negotiation, or request for negotiation, with respect to the capital stock any union representation or any labor contract) respecting any of the CompanyCompanies; (g) any statute, rule or regulation, or, to the best knowledge of the Companies and the Sellers, any government policy, adopted which may materially and adversely affect the business of any of the Companies; (h) material change in any compensation arrangement mortgage, lien, attachment, pledge, encumbrance or agreement security interest created on any asset, tangible or intangible, of any of the Companies, or assumed, either by any Company or by others, with respect to any employeesuch assets, officer, director or stockholderexcept for liens permitted under Section 2.8; (i) acquisitionany indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that reflected in this Agreement) engaged in, by any of the Companies, except those in the ordinary course of business that are individually, or in the aggregate to one group of related parties, less than fifty thousand dollars ($50,000); (j) any obligation or liability discharged or satisfied by any of the Companies, except items included in current liabilities shown on the Balance Sheets and current liabilities incurred since the date of the Balance Sheets in the ordinary course of business which are individually, or in the aggregate to one group of related parties, less than twenty five thousand dollars ($25,000) in amount; (k) any sale, assignment, lease, license transfer or other disposition of any tangible asset of any of the Companies, except in the ordinary course of business, or any sale, assignment, lease, transfer or other disposition of any of the assets of the Companyits patents, trademarks, trade names, brand names, copyrights, licenses or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersother intangible assets; (l) any amendment, termination or waiver or release of any material right or claim belonging to any of the Company, including any write-off or other compromise of any account receivable of the CompanyCompanies; (m) commencement any increase in the compensation or notice benefits payable or threat of commencement of to become payable by any lawsuit or judicial or administrative proceeding against or investigation of the Company Companies to any of its officers or its affairs, including the Projectemployees; (n) any event other action or condition omission by any of the Companies, or the passage of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreementresolution, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)business.

No Changes. Except as contemplated by this Agreementset forth in Schedule 2.8, since the date of the Interim Balance Sheet---------- ------------ Sheet Date, there has not been, occurred or arisen any: (a) transaction by the Company or any of its subsidiaries except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practicespractices or otherwise not in excess of $5,000, in any individual case; (b) amendments or changes to the Articles Certificate of Incorporation or Bylaws of the CompanyCompany or any of its subsidiaries; (c) capital expenditure or commitment by the Company or any of its subsidiaries in excess of $10,000 individually 15,000 in any individual case or in excess of $50,000 in the aggregate;. (d) destruction of, damage to or loss of any material assets, business or customer of the Company or any of its subsidiaries (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action with respect to the Company or any of its subsidiaries; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Propertyor any of its subsidiaries' assets (whether tangible or intangible); (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company Capital Stock, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock or any split, combination or reclassification in respect of the Company; (h) material change any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in any compensation arrangement lieu of or agreement with any employee, officer, director or stockholderin substitution for shares of Company Capital Stock; (i) acquisitionincrease in the salary or other compensation or benefits (including, but not limited to, options or other equity-based compensation awards) payable or to become payable by the Company or any of its subsidiaries to any of their officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation or benefits (including, but not limited to, options or other equity-based compensation awards) to any such person except as otherwise contemplated by this Agreement; (j) sale, lease, license or other disposition of any of the assets or properties of the CompanyCompany or any of its subsidiaries, or any the creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than except in the ordinary course of business as conducted on that date and consistent with past practices, ; (k) amendment or (iv) involves the sale of, lease of or transfer termination of any interest material contract, agreement or license to which the Company or any of its subsidiaries is a party or by which it is bound; (l) loan by the Company or any of its subsidiaries to any person or entity, incurring by the Company or any of its subsidiaries of any indebtedness, guaranteeing by the Company or any of its subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its subsidiaries or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (m) waiver or release of any material assetsright or claim of the Company or any of its subsidiaries, including any write-off or other compromise of any account receivable of the Company or any of its subsidiaries; (n) commencement, settlement or notice or threat of commencement of any lawsuit or proceeding against or investigation of the Company or any subsidiary or their affairs or any reasonable basis for any of the foregoing; (o) notice of any claim or potential claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.12 hereof) or of infringement by the Company or any of its subsidiaries of any third party's intellectual property rights; (p) hiring ofissuance or sale, or offer contract to issue or sell, by the Company of employment toany shares of Company Capital Stock, or securities exchangeable, convertible or exercisable therefor, or of any employees other of its securities, other than pursuant to the exercise of options outstanding on the date hereof and granted under the Company Option Plan; (q) change in pricing or if an offer was accepted people royalties set or charged by the Company or any of its subsidiaries to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company or any of its subsidiaries; (r) event or condition of any character that would become employeeshas or could reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.2 hereof); (s) changed material tax election, new material tax election inconsistent with past practices, new tax accounting method inconsistent with past practices or changed tax accounting method; closing agreement, settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (qt) negotiation or agreement by the Company or any of its subsidiaries or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in SCHEDULE 2.7, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by the Company or any Subsidiary except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property) that has had or could reasonably be expected to have a Material Adverse Effect; (e) significant labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including assets which individually or in the Propertyaggregate would be material; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of the Company; (h) material change in , or any compensation arrangement direct or agreement with indirect redemption, purchase or other acquisition by the Company of any employee, officer, director or stockholdercapital stock of the Company; (i) acquisitionincrease in the salary or other compensation payable or to become payable to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment by the Company of a bonus or other additional salary or compensation to any such person except in the ordinary course of business consistent with past practices or as otherwise contemplated by this Agreement; (j) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness consistent with past practices; (jk) amendment or termination of any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (kl) loan by the Company to any Personperson or entity, incurring by the Company of any indebtednessindebtedness for borrowed money, guaranteeing by the Company of any indebtednessindebtedness of any other party, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others, except for loans made and indebtedness incurred by the Company which do not exceed $10,000 individually or $25,000 in the aggregate in the ordinary course of business, consistent with past practices; (lm) waiver or release of any material right or claim of the Company, including any write-off or other compromise of any account receivable of the CompanyCompany except in the ordinary course of business, consistent with past practices; (mn) commencement or notice or or, to the Company's knowledge, threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (no) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (p) material change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Company Intellectual Property Rights to the Company; (q) event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees)Material Adverse Effect; or (qr) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (pq) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, there the Company has not been, occurred or arisen anynot: (a) transaction by undergone any change in the financial condition or operations of the Company except other than changes that were in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesBusiness; (b) amendments (i) declared or changes to paid any dividends on or made other distributions in respect of any equity interest of the Articles Company or set aside funds therefor; (ii) split, combined or reclassified any equity interest of Incorporation the Company or Bylaws issued, authorized or proposed the issuance of any other securities in respect of, in lieu of or in substitution for, any equity interest of the Company; or (iii) repurchased or otherwise acquired any equity interest of the Company; (c) expenditure or commitment by issued any equity interest of the Company in excess of $10,000 individually or $50,000 any other security, instruments, rights or interests in the aggregateCompany or any subscription, option, warrant, commitment or right of any kind whatsoever with respect to any equity interest of the Company or any other security, instrument, rights or interest in the Company other than with respect to the exercise of options outstanding on the date hereof; (d) destruction of, damage amended or proposed to or loss amend the Company’s Certificate of any material assets, business or customer of the Company (whether or not covered by insurance), including the PropertyIncorporation; (e) change merged or consolidated with or acquired any equity interest in accounting methods any Person, or practices (including entered into an agreement with respect thereto; acquired or agreed to acquire any change material assets, except for the purchase of consumable items in depreciation the ordinary course of the Business; or amortization policies made any loan or rates) by advance to, or otherwise made any investment in, any Person other than trade debt incurred in the Companyordinary course of the Business consistent with past practice; (f) revaluation by the Company of sold, encumbered or otherwise disposed of, or agreed to sell, lease (whether such lease is an operating or capital lease), encumber, assign or otherwise dispose of, any of its assetsassets (including any equity interest of the Company, including other securities of the PropertyCompany or Intellectual Property Rights of the Company); (g) declarationauthorized, setting aside recommended, proposed or payment announced an intention to adopt a plan of a dividend complete or other distribution with respect to the capital stock of the Companypartial liquidation or dissolution; (h) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (i) acquisitionexcept as required by law or any Company Employment Agreement (as defined below) (i) paid or agreed to pay any pension, sale, lease, license retirement allowance or other disposition employee benefit to any director, officer, management employee or key employee of the Company, whether past or present; (ii) entered into any new, or materially amended any existing, employment or severance or termination agreement with any Person; (iii) became obligated under any new benefit plan or employee agreement that was not in existence on the date of the Balance Sheet or amended any such plan or agreement in existence on such date if such amendment would have the effect of materially enhancing any benefits thereunder; (iv) granted any general increase in compensation (including salary, bonus or other benefits) to employees of the Company; or (v) extended any loans or advances to any of its directors, officers, management employees or key employees of the Company, except advances to employees for expenses consistent with past practices; (i) assumed or incurred any indebtedness for borrowed money; (ii) guaranteed any indebtedness; (iii) issued or sold any debt securities or warrants or rights to acquire any debt securities; (iv) guaranteed any debt obligations of any other Person; or (v) created any lien, pledge, hypothecation, charge, mortgage, deed of trust, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest, or similar restriction on any asset (an “Encumbrance”) on the property or assets of the Company, or ; other than any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase Encumbrance for current Taxes not yet due and sale agreements for lots in the Projectpayable; (k) loan by except in the Company to ordinary course of the Business consistent with past practice, (i) entered into any PersonContract; or (ii) modified, incurring by rescinded, terminated, waived, released or otherwise amended in any material respect any of the Company terms or provisions of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersContract; (l) waiver except as required to be consistent with the manner in which the Company has historically prepared its financial statements or release by applicable law, (i) permitted any change in (1) any practice or policy regarding pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Taxes for accounting, financial or Tax purposes, or (2) any method of calculating any right or claim of the Companybad debt, including any write-off contingency or other compromise reserve for accounting, financial reporting or Tax purposes; or (ii) made any material Tax election or settled or compromised any material Tax liability with any Governmental Authority responsible for the imposition or administration of any account receivable Taxes (a “Taxing Authority”); (m) delayed payment on or failed to pay when due the trade accounts payable or other recurring expenses of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) incurred any event capital expenditures in excess of $25,000 individually or condition of any character that has or could be reasonably expected to have a material adverse impact on in the Companyaggregate; (o) paid, discharged or settled any agreement, contract, lease claims or commitment liabilities or obligations relating to any extension or modification dispute in excess of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment individually or obligation to any affiliate of the Company other than in the ordinary course of business aggregate; (p) settled, released or forgiven any material claim or litigation or waived any right thereto; (q) except as conducted on that date and consistent with past practices, filed any Tax Return (as defined below) or (iv) involves the sale of, lease of entered into any agreement with any Taxing Authority directly relating to Taxes or transfer of any interest in any material assetsTax Returns; (pr) hiring of, waived or offer agreed to any extension of employment to, any employees limitations period in respect of Taxes; (s) made any change in the lines of business in which the Company participates or if an offer was accepted people that would become employees)is engaged; or (qt) negotiation or agreement by the Company or entered into any officer or employees thereof commitment to do take any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated actions prohibited by this Agreement)Section 2.6.

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, there has not been, ---------- occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (each a "Company ------- Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company Agreement --------- which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat of commencement of any lawsuit or proceeding against, or investigation of, the Company or its affairs; (p) hiring of, notice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or offer notice of employment to, infringement by the Company of any employees (or if an offer was accepted people that would become employees); orthird party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (r) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that has or may have a Material Adverse Effect on the Company or; (t) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, Sheet there has not been, occurred or arisen any: (a) transaction by the Company except any material adverse change in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCompanies taken as a whole; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) any material damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including ) adversely affecting the Propertybusiness of the Companies taken as a whole; (ec) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any dividend, or other distribution distribution, in respect of any capital stock of any of the Companies or any direct or indirect redemption, purchase or other acquisition of such stock; (d) any option to purchase any capital stock of any of the Companies granted to any person, or any employment or deferred compensation agreement entered into between any Company and any of its stockholders, officers, directors, employees or consultants; 12PAGE (e) any issuance or sale by any of the Companies of any stock, bonds or other corporate securities, or any partial or complete formation, acquisition, disposition or liquidation of any of the Companies; (f) any labor union activity (including without limitation any negotiation, or request for negotiation, with respect to the capital stock any union representation or any labor contract) respecting any of the CompanyCompanies; (g) any statute, rule or regulation, or, to the best knowledge of the Companies and the Sellers, any government policy, adopted which may materially and adversely affect the business of any of the Companies; (h) material change in any compensation arrangement mortgage, lien, attachment, pledge, encumbrance or agreement security interest created on any asset, tangible or intangible, of any of the Companies, or assumed, either by any Company or by others, with respect to any employeesuch assets, officer, director or stockholderexcept for liens permitted under Section 2.8; (i) acquisitionany indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that reflected in this Agreement) engaged in, by any of the Companies, except those in the ordinary course of business that are individually, or in the aggregate to one group of related parties, less than fifty thousand dollars ($50,000); (j) any obligation or liability discharged or satisfied by any of the Companies, except items included in current liabilities shown on the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the ordinary course of business which are individually, or in the aggregate to one group of related parties, less than twenty five thousand dollars ($25,000) in amount; (k) any sale, assignment, lease, license transfer or other disposition of any tangible asset of any of the Companies, except in the ordinary course of business, or any sale, assignment, lease, transfer or other disposition of any of the assets of the Companyits patents, trademarks, trade names, brand names, copyrights, licenses or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersother intangible assets; (l) any amendment, termination or waiver or release of any material right or claim belonging to any of the Company, including any write-off or other compromise of any account receivable of the CompanyCompanies; (m) commencement any increase in the compensation or notice benefits payable or threat of commencement of to become payable by any lawsuit or judicial or administrative proceeding against or investigation of the Company Companies to any of its officers or its affairs, including the Projectemployees; (n) any event other action or condition omission by any of the Companies, or the passage of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreementresolution, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement).business. 13PAGE

No Changes. Except as contemplated by this Agreementset forth on Schedule 2.7, since the date of the Interim Balance Sheet, there has not been, occurred or arisen any: (a) transaction by Holdings or the Company except in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles charter documents of Incorporation Holdings or Bylaws of the Company; (c) capital expenditure or commitment by Holdings or the Company in excess of exceeding $10,000 5,000 individually or $50,000 20,000 in the aggregate; (d) destruction of, damage to or loss of any material assets, business or customer of Holdings or the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) event or condition that has had or would be reasonably expected to have a Material Adverse Effect on Holdings or the Company; (g) change in accounting methods or practices (including any change in depreciation depreciation, amortization or amortization revenue recognition policies or rates) by Holdings or the Company; (fh) revaluation by Holdings or the Company of any of its assets, including the Property; (gi) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of Holdings or the Company, or any direct or indirect redemption, purchase or other acquisition by Holdings or the Company of any of its capital stock; (hj) material change increase in the salary or other compensation (including any equity-based compensation, bonus or payment) payable or to become payable to any of its officers or directors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation arrangement to any such person except in the ordinary course of business or agreement with any employee, officer, director or stockholderas otherwise contemplated by this Agreement; (ik) acquisition, sale, lease, license or other disposition of any of the assets or properties of Holdings or the Company, or any creation except in the ordinary course of any security interest in such assets or properties, including the Propertybusiness consistent with past practices; (jl) amendment or termination (other than pursuant to its terms) of any material contract, agreement, permit, approval agreement or license described in Schedule 2.12(a) or Schedule 2.11(p) to which Holdings or the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (km) loan by Holdings or the Company to any Personperson or entity, incurring incurrence by Holdings or the Company of any indebtedness, guaranteeing guarantee by Holdings or the Company of any indebtedness, issuance or sale of any debt securities of Holdings or the Company or guaranteeing by the Company guarantee of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (ln) waiver or release of any right or claim of Holdings or the Company, including any write-off or other compromise of any account receivable of the Company; (mo) commencement issuance or notice sale by Holdings or threat of commencement the Company of any lawsuit of its shares of capital stock, or judicial securities exchangeable, convertible or administrative proceeding against exercisable therefor, or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreement, contract, lease or commitment or any extension or modification other of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assetsits securities; (p) hiring of, change in pricing or offer of employment to, any employees royalties set or charged by Holdings or the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.11) to Holdings or if an offer was accepted people that would become employees)the Company; or (q) negotiation or agreement by Holdings or the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreementset forth in Exhibit C, since the date of the Interim Balance SheetDecember 31, ---------- --------- 1996, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business as conducted on the that date of the Interim Balance Sheet and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or commitment by the Company in excess of $10,000 Company, either individually or $50,000 in the aggregate, exceeding $25,000; (d) destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including the Property; (e) labor trouble or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (fg) revaluation by the Company of any of its assets, including the Property; (gh) declaration, setting aside or payment of a dividend or other distribution with respect to the Company's capital stock stock, or any direct or indirect redemption, purchase or other acquisition by the Company of the Company; (h) material change in any compensation arrangement or agreement with any employee, officer, director or stockholderof its capital stock; (i) acquisition, sale, lease, license increase in the salary or other disposition of any of the assets of the Company, compensation payable or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan become payable by the Company to any Personof its officers, incurring directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company Company, of a bonus or other additional salary or compensation to any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of otherssuch person; (l) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (m) commencement or notice or threat of commencement of any lawsuit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any event or condition of any character that has or could be reasonably expected to have a material adverse impact on the Company; (oj) any agreement, contract, lease or commitment (collectively a "Company Agreement") or any extension or modification of the terms of any agreement, contract, lease or commitment Company ------------------ Agreement which (i) involves the payment of greater than $25,000 per annum, (ii) annum or which extends for more than one (1) year, (iiiii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iviii) involves the sale of, lease of or transfer of any interest in any material assets; (k) sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation of any security interest in such assets or properties except in the ordinary course of business as conducted on that date and consistent with past practices; (l) amendment or termination of any material contract, agreement or license to which the Company is a party or by which it is bound; (m) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (n) waiver or release of any right or claim of the Company, including any write-off or other compromise of any account receivable of the Company; (o) the commencement or notice or threat of commencement of any lawsuit or proceeding against investigation of the Company or its affairs; (p) hiring ofnotice of any claim of ownership by a third party of the Company's Intellectual Property (as defined in Section 2.13 below) or of infringement by the Company of any third party's Intellectual Property rights; (q) issuance or sale by the Company of any of its shares of capital stock, or offer securities exchangeable, convertible or exercisable therefor, or of employment to, any employees other of its securities; (r) change in pricing or if an offer was accepted people royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property (as defined in Section 2.13 below) to the Company; (s) any event or condition of any character that would become employees)has or may have a Material Adverse Effect on the Company; or (qt) negotiation or agreement by the Company or any officer or employees employee thereof to do any of the things described in the preceding clauses (a) through (ps) (other than negotiations with Monaco or Buyer Parent and their its representatives regarding the transactions contemplated by this Agreement).

No Changes. Except as contemplated by this Agreement, since Since the date of the Interim Balance Sheet, Sheets there has not been, occurred or arisen any: (a) transaction by the Company except any material adverse change in the ordinary course of business as conducted on the date of the Interim Balance Sheet and consistent with past practicesCompanies taken as a whole; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) expenditure or commitment by the Company in excess of $10,000 individually or $50,000 in the aggregate; (d) any material damage, destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance), including ) adversely affecting the Propertybusiness of the Companies taken as a whole; (ec) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company; (f) revaluation by the Company of any of its assets, including the Property; (g) declaration, setting aside or payment of a dividend any dividend, or other distribution distribution, in respect of any capital stock of any of the Companies or any direct or indirect redemption, purchase or other acquisition of such stock; (d) any option to purchase any capital stock of any of the Companies granted to any person, or any employment or deferred compensation agreement entered into between any Company and any of its stockholders, officers, directors, employees or consultants; 12PAGE (e) any issuance or sale by any of the Companies of any stock, bonds or other corporate securities, or any partial or complete formation, acquisition, disposition or liquidation of any of the Companies; (f) any labor union activity (including without limitation any negotiation, or request for negotiation, with respect to the capital stock any union representation or any labor contract) respecting any of the CompanyCompanies; (g) any statute, rule or regulation, or, to the best knowledge of the Companies and the Sellers, any government policy, adopted which may materially and adversely affect the business of any of the Companies; (h) material change in any compensation arrangement mortgage, lien, attachment, pledge, encumbrance or agreement security interest created on any asset, tangible or intangible, of any of the Companies, or assumed, either by any Company or by others, with respect to any employeesuch assets, officer, director or stockholderexcept for liens permitted under Section 2.8; (i) acquisitionany indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that reflected in this Agreement) engaged in, by any of the Companies, except those in the ordinary course of business that are individually, or in the aggregate to one group of related parties, less than fifty thousand dollars ($50,000); (j) any obligation or liability discharged or satisfied by any of the Companies, except items included in current liabilities shown on the Balance Sheets and current liabilities incurred since the date of the Balance Sheets in the ordinary course of business which are individually, or in the aggregate to one group of related parties, less than twenty five thousand dollars ($25,000) in amount; (k) any sale, assignment, lease, license transfer or other disposition of any tangible asset of any of the Companies, except in the ordinary course of business, or any sale, assignment, lease, transfer or other disposition of any of the assets of the Companyits patents, trademarks, trade names, brand names, copyrights, licenses or any creation of any security interest in such assets or properties, including the Property; (j) amendment or termination of any material contract, agreement, permit, approval or license to which the Company is a party or by which it is bound, including any purchase and sale agreements for lots in the Project; (k) loan by the Company to any Person, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of othersother intangible assets; (l) any amendment, termination or waiver or release of any material right or claim belonging to any of the Company, including any write-off or other compromise of any account receivable of the CompanyCompanies; (m) commencement any increase in the compensation or notice benefits payable or threat of commencement of to become payable by any lawsuit or judicial or administrative proceeding against or investigation of the Company Companies to any of its officers or its affairs, including the Projectemployees; (n) any event other action or condition omission by any of the Companies, or the passage of any character that has or could be reasonably expected to have a material adverse impact on the Company; (o) any agreementresolution, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (q) negotiation or agreement by the Company or any officer or employees thereof to do any of the things described in the preceding clauses (a) through (p) (other than negotiations with Monaco or Buyer and their representatives regarding the transactions contemplated by this Agreement)business.

No Changes. Except as contemplated by this Agreementset forth in Section 2.9 of the Disclosure Schedule, since the date of the Interim Balance SheetMarch 31, 1998, there has not been, occurred or arisen anyarisen: (a) any transaction by the Company except in the ordinary course of its business as conducted on the date of the Interim Balance Sheet and in a manner consistent with its past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) any capital expenditure or commitment by the Company exceeding US$10,000 in excess of $10,000 individually or $50,000 any individual case and US$100,000 in the aggregate; (dc) any destruction of, damage to or loss of any material assets, business or customer of the Company (whether or not covered by insurance); (d) any labor trouble or claim of wrongful discharge of which the Company has received written notice, including or of which the PropertyCompany is aware, or other unlawful labor practice or action; (e) any change in accounting methods or practices (including including, without limitation, any change in depreciation or amortization policies or rates) by the Company; (f) any revaluation by the Company of any of its assets, including assets other than depreciation as required by Japanese GAAP and as reflected on the PropertyUnaudited Balance Sheet; (g) any declaration, setting aside for payment, or payment of a dividend any dividends on or any other distribution with (whether in cash, stock or property) in respect to of any of the Company's capital stock, or any split, combination or reclassification of any of the Company's capital stock or the issuance or authorization of the issuance of any of the securities in respect of, in lieu of or in substitution for shares of the capital stock of the Company;, or the repurchase, redemption or other acquisition, directly or indirectly, of any shares of the Company's capital stock, or any options, warrants, or other rights exercisable or exchangeable therefor. (h) material change any increase in the salary or other compensation payable, or to become payable, by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person, except for increases granted in connection with the Company's ordinary employee review and evaluation policies and consistent with the Company's past practices, which increases did not exceed five percent (5%) of pre-existing base salary in any compensation arrangement or agreement with any employeeindividual case, officer, director or stockholderand except as otherwise contemplated by this Agreement; (i) acquisition, any sale, lease, license or other disposition of any of the assets or properties of the Company, or any creation except in the ordinary course of any security interest its business and in such assets or properties, including the Propertya manner consistent with its past practices; (j) amendment any material amendment, termination or termination violation of any distribution agreement or any material contract, agreement, permit, approval agreement or license to which the Company is a party or by which it is or may become bound, including any purchase and sale agreements for lots other than amendment or termination by the Company pursuant to the terms thereof in the Projectordinary course of its business and in a manner consistent with its past practices; (k) any loan by the Company to any Personperson or entity, other than advances to employees for travel and business expenses in the ordinary course of its business and in a manner consistent with its past practices, or, except for loans to the Company made by the Purchaser, any incurring by the Company of any indebtednessindebtedness other than trade debt in the ordinary course of its business and in a manner consistent with its past practices, guaranteeing or any guaranty by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing by the Company of any debt securities of others; (l) any waiver or release of any material right or claim of the Company, including including, without limitation, any write-off or other compromise of any account receivable of the CompanyCompany in excess of US$5,000 in any individual case and US$50,000 in the aggregate; (m) any notice or commencement or notice of, or threat of commencement of, any lawsuit, violation of any lawsuit operating permit or judicial or administrative proceeding against or investigation of the Company or its affairs, including the Project; (n) any knowledge or receipt of any claim of ownership by a third party, whether written or oral, of the Company's Intellectual Property Rights (as defined in Section 2.13 hereof) or infringement by the Company of any intellectual property rights of any third party; (o) any issuance, sale or exemption by the Company of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other securities except for issuances or sales as a result of rights previously granted to purchase shares of the Company's capital stock; (p) any transactions by the Company with any of its officers, directors or employees (other than payment of normal compensation) or with any persons or entities affiliated with any of its officers, directors or employees; (q) any event or condition of any character that has has, or could be reasonably expected to have have, a material adverse impact Material Adverse Effect on the Company; (o) any agreement, contract, lease or commitment or any extension or modification of the terms of any agreement, contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum, (ii) extends for more than one (1) year, (iii) involves any payment or obligation to any affiliate of the Company other than in the ordinary course of business as conducted on that date and consistent with past practices, or (iv) involves the sale of, lease of or transfer of any interest in any material assets; (p) hiring of, or offer of employment to, any employees (or if an offer was accepted people that would become employees); or (qr) any negotiation or agreement by the Company Company, or any director, officer or employees thereof thereof, to do take, or cause to be taken, any of the things actions described in the preceding clauses Sections 2.9(a) - (a) through (p) (q), other than by negotiations with Monaco or Buyer the Purchaser and their its representatives regarding the transactions contemplated by this Agreement)Agreement and each of the Related Agreements.