Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

Inventory and Open Purchase Orders. Within fifteen (15) Business Days after the Closing, the Seller shall deliver to the Purchaser a materially accurate # breakdown of the Inventory as of the Closing Date and # list of open purchase orders forming part of the Seller Contracts and Shared Contracts.

Adjustments for Incomplete Purchase Orders. If a purchase order is subsequently determined to be an Incomplete PO, any PO Advances previously paid with respect to such Incomplete PO will be deducted from the Participant’s future PO Advances (if applicable), Earned Commissions or other wages of the Participant. Further, additional disciplinary actions may be taken up to and including dismissal and any Participant who is no longer employed by the Company agrees to reimburse the Company for any PO Advances previously paid with respect to such Incomplete PO within thirty (30) days after leaving Company employment or, if later, thirty (30) days after the date written notification of the existence of such Incomplete PO is received from the Company. In addition, the Company may utilize the court system to seek the recovery of any Earned Commissions paid with respect to an Incomplete PO.

such change order shall, in a single instance, result in an increase or decrease in the cost of Improvements of less than $200,000.00, however, if the aggregate cost of all such change orders (not previously approved by ​ and Construction Consultant) at any given time, result in an increase or decrease in the cost of the Improvements of more than $3,000,000.00 then any and all subsequent change orders, regardless of amount, must be previously approved by ​ and Construction Consultant; provided that, in the event that ​ proposes a change order which in ​’s reasonable opinion results in an upgrade to the Project and ​ shall deposit with ​ cash in the amount of the increase in cost from such change order to be disbursed by ​ in accordance with the provisions of [Section 2.18], ​ shall approve such change order.

Assignment Change. If a Participant is assigned to a different territory, customer or position, the Participant will receive full quota credit for PO Advances and Earned Commissions on purchase orders entered into as a result of the Participant’s sales efforts in the former assignment if such purchase orders are entered into prior to, but not after, the effective date of such change in territory, customer or position. Quota credit for sales efforts in the new assignment will be governed by the compensation plan applicable to the new assignment.

The Corporation’s price list is subject to change on thirty (30) days prior written notice to the Distributor, and any such price changes shall take effect only on orders placed after such thirty (30) day period.

the Contractor shall perform the Work in accordance with such orders, dispensations and changes as if the same had appeared in and formed part of this Contract (“Change Order. For the avoidance of doubt, changes to specification that do not require or result in a change to the System Specification or major elements of any other

Organic Change. If at any time or from time to time after the Date of Issue there shall be a capital reorganization of the Issuer or a merger or consolidation of the Issuer with or into another corporation where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the terms of this Section 5 shall be made if necessary so that, upon any subsequent conversion of this Note, the Holder shall have the right to receive the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change.

Purchase Price The Distributor’s Price is exclusive of all taxes, freight, insurance, duties and other applicable charges, and the Manufacturer reserves the right to change its published catalog prices at any time without prior notice to the Distributor. Any change in price shall be effective for all future orders placed by the Distributor. The parties acknowledge and agree that the Distributor shall have the right to determine the prices at which it will resell the Products.