Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a Rating Organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, # in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and # there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

In the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, or # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, or # other material items that are treated under generally accepted accounting principles as unusual in nature or infrequently occurring, or # any material change in accounting policies or practices affecting the Company and/or the Performance Goals, then, to the extent any of the foregoing items or events was not anticipated at the time the Performance Goals were established, the Committee may in each case appropriately adjust any evaluation of performance under such Performance Goals so as to neutralize the effect of the item or event on the applicable Award.

Since September 30, 2016 except as stated in any Exchange Act Report filed since such date or as disclosed herein pursuant to [Section 3.7]: # there has been no event, circumstance or condition relating to or affecting the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, or the ability of the Company to continue to conduct business in the usual and ordinary course of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which would have a Material Adverse Effect; and # except for the transactions contemplated by this Agreement, as set forth on [Schedule 3.7], or as set forth in the Exchange Act Reports, there has been no material transaction entered into by the Company or any of the Subsidiaries other than # transactions in the ordinary course of business or # transactions which would not have a Material Adverse Effect; and # there have not been any changes in the capital stock of the Company. On the date hereof, no dividend or other distribution with respect to the Company’s Common Stock has been declared but not yet paid or distributed which has a record date prior to the date hereof, except as disclosed on [Schedule 3.7].

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, threatened against the Company, or against the Founders, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

No Material Adverse Changes. There shall have been no event or circumstance relating to the business, operations, properties, prospects or financial condition of [[MBM Cleaners:Organization]] that is material and adverse to [[MBM Cleaners:Organization]], taken as a whole, including without limitation, any material increase in the liabilities of [[MBM Cleaners:Organization]] or any material decrease in the assets of [[MBM Cleaners:Organization]], in each case between the date hereof and the Closing Date.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included within the SEC Reports # there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Other than as disclosed on other schedules to this Agreement and except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.