Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and its Subsidiaries respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion nor Town House and its Subsidiaries will: (i) make any change in their organizational documents, articles of incorporation or bylaws; (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion New Wave Schedules or Town House Global Schedules or as permitted or contemplated by this Agreement, Xerion New Wave (subject to paragraph (d) below) and Town House and its Subsidiaries Global respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion New Wave nor Town House and its Subsidiaries Global will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Global, or in section 4.7Section 2.07, in the case of Xerion New Wave (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of New Wave) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion CFP or Town House CTI Schedules or as permitted or contemplated by this Agreement, Xerion CFP and Town House and its Subsidiaries CTI respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; : (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in it; scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; . (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion CFP nor Town House and its Subsidiaries CTI will: : (i) make any change in their organizational documents, articles of incorporation or bylaws; , except as provided herein: (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries CTI, or in section 4.73.07, in the case of Xerion CFP (all except as permitted therein or as disclosed in the applicable party's schedules); or ): or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any any, contract, agreement, agreements or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House Safe Cell Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (b) below) and Town House and its Subsidiaries Safe Cell respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries Safe Cell will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Safe Cell, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Panther Schedules or Town House New Century Schedules or as permitted or contemplated by this Agreement, Xerion Panther (subject to paragraph (d) below) and Town House and its Subsidiaries New Century respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing DateDate and except as permitted or contemplated by this Agreement, neither Xerion Panther nor Town House and its Subsidiaries New Century will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries New Century, or in section 4.7Section 2.07, in the case of Xerion Panther (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated herein) or conduct any similar transactions other than in the ordinary course of business. (c) Any other provision of this Agreement notwithstanding, on or prior to the Closing Date, New Century shall be permitted, in its sole discretion, to (i) enter into leases and other agreements in the ordinary course of business and (ii) change its banking affiliation, including any bank with which it has established a line of credit. (d) In light of the fact that New Century's shareholders will control Panther as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Panther shall take no action which is material to its business without the prior written approval of New Century, which New Century may give or withhold in its sole discretion after consultation with Panther.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Waterford Schedules or Town House Eternal Schedules or as permitted or contemplated by this Agreement, Xerion Waterford (subject to paragraph (d) below) and Town House and its Subsidiaries Eternal respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Waterford nor Town House and its Subsidiaries Eternal will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Eternal, or in section 4.7Section 2.07, in the case of Xerion Waterford (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House Aero Marine Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (b) below) and Town House and its Subsidiaries Aero Marine respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries Aero Marine will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Aero Marine, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion EPAT or Town House American Schedules or as permitted or contemplated by this Agreement, Xerion EPAT and Town House American and its Subsidiaries Subsidiary respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion EPAT nor Town House American and its Subsidiaries Subsidiary will: (i) make any change in their organizational documents, articles of incorporation or bylaws; (ii) take any action described in section 2.6 2.7 in the case of Town House American and its Subsidiaries Subsidiary or in section 4.7, in the case of Xerion EPAT (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Am-Pac or Town House T&P Schedules or as permitted or contemplated by this Agreement, Xerion Am-Pac and Town House and its Subsidiaries T&P respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Am-Pac nor Town House and its Subsidiaries T&P will: : (i) make any change changes in their organizational documents, articles of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries T&P, or in section 4.7Section 3.07, in the case of Xerion Am-Pac (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument instruments of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; and Am-Pac may execute the exchange agreement with the Spanish development company referenced herein and may continue to negotiate and seek opportunities to acquire business, and enter contracts accordingly.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion LSI Schedules or Town House Peregrine Schedules or as permitted or contemplated by this Agreement, Xerion LSI (subject to paragraph (d) below) and Town House and its Subsidiaries Peregrine respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion LSI nor Town House and its Subsidiaries Peregrine will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Peregrine, or in section 4.7Section 2.07, in the case of Xerion LSI (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of LSI) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion LOCX and Town House and its Subsidiaries DASI respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion DASI nor Town House and its Subsidiaries LOCX will: : (i) make any change in their organizational documents, articles of incorporation (except as provided for in Section 5.01) or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries LOCX , or in section 4.7Section 3.07, in the case of Xerion DASI (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Comet or Town House Schedules or as permitted or contemplated by this Agreement, Xerion Comet and Town House and its Subsidiaries wholly-owned subsidiary, Wuhan, respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Comet nor Town House and its Subsidiaries wholly-owned subsidiary, Wuhan will: (i) make any change in their organizational documents, articles of incorporation or bylaws; (ii) take any action described in section 2.6 2.7 in the case of Town House and its Subsidiaries wholly-owned subsidiary, Wuhan, or in section 4.73.7, in the case of Xerion Comet (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Comet or Town House American Schedules or as permitted or contemplated by this Agreement, Xerion Comet and Town House American and its Subsidiaries Subsidiary respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Comet nor Town House American and its Subsidiaries Subsidiary will: (i) make any change in their organizational documents, articles of incorporation or bylaws; (ii) take any action described in section 2.6 2.7 in the case of Town House American and its Subsidiaries Subsidiary or in section 4.73.7, in the case of Xerion Comet (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Hainan Schedules or as permitted or contemplated by this Agreement, Xerion Eternal (subject to paragraph (d) below) and Town House and its Subsidiaries Hainan respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Eternal nor Town House and its Subsidiaries Hainan will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; or similar documents of organization and governance. (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or Section 1.07. (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business.business involving the sale of goods or services; or

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House MT Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (b) below) and Town House and its Subsidiaries MT respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries MT will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries MT, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture, if any), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion CLCK or Town House CNG Schedules or as permitted or contemplated by this Agreement, Xerion CLCK, and Town House and its Subsidiaries the CNG, respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; ; (v) use its best reasonable commercial efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion nor Town House CLCK and its Subsidiaries will: CNG shall have the right to terminate this Agreement in the event that the other party shall, prior to the Closing Date: (i) except as otherwise specifically set forth herein, make any change in their organizational documents, respective certificates or articles of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.7 in the case of Town House and its Subsidiaries CNG, or in section 4.7Section 2.11, in the case of Xerion CLCK (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contractContract, agreement, agreement or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contractContract, agreement, agreement or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion LATVCO Schedules or Town House Avallon Schedules or as permitted or contemplated by this Agreement, Xerion LATVCO and Town House and its Subsidiaries Avallon respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion LATVCO nor Town House and its Subsidiaries Avallon will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; bylaws except as contemplated by this Agreement including a name change; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Avallon or in section 4.7Section 2.07, in the case of Xerion LATVCO (all except as permitted therein or as disclosed in the applicable party's ’s schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion Moliris and Town House and its Subsidiaries Digifonica respectively, will each: (i) : 1. carry on its business in substantially the same manner as it has heretofore; (ii) ; 2. maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) ; 3. maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) ; 4. perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) ; 5. use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) and 6. fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Moliris nor Town House and its Subsidiaries Digifonica will: (i) : 1. make any change in their organizational documentsits Articles of Association, articles Articles of incorporation Incorporation, Memorandum of Association or bylaws; (ii) Bylaws; 2. take any action described in section 2.6 Section 1.08 in the case of Town House and its Subsidiaries Digifonica, or in section 4.7Section 3.08, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules)Moliris; or (iii) or 3. enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House Trans Max Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (b) below) and Town House and its Subsidiaries Trans Max respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries Trans Max will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Trans Max, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion ACPI or Town House REF Schedules or as permitted or contemplated by this Agreement, Xerion ACPI and Town House and its Subsidiaries REF respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion ACPI nor Town House and its Subsidiaries REF will: : (i) make any change in their organizational documents, articles of incorporation or bylaws; ; (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries REF, or in section 4.73.07, in the case of Xerion ACPI (all except as permitted therein or as disclosed in the applicable party's schedules); or or, (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion TXXXXXX I Schedules or Town House ZIG Schedules or as permitted or contemplated by this Agreement, Xerion TXXXXXX I (subject to paragraph (d) below) and Town House and its Subsidiaries ZIG respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion TXXXXXX I nor Town House and its Subsidiaries ZIG will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section I.07 in the case of Town House and its Subsidiaries ZIG , or in section 4.7Section 2.07, in the case of Xerion TXXXXXX I (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of TXXXXXX I) or conduct any similar transactions other than in the ordinary course of business. (c) In light of the fact that ZIG Shareholders will control TXXXXXX I as a result of the Exchange, from and after the date of this Agreement until the Closing Date, TXXXXXX I shall take no action which is material to its business without the prior written approval of ZIG , which ZIG may give or withhold in its sole discretion after consultation with TXXXXXX X.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House E-Sea Schedules or as permitted or contemplated by this Agreement, Xerion Eternal (subject to paragraph (d) below) and Town House and its Subsidiaries E-Sea respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Eternal nor Town House and its Subsidiaries E-Sea will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or Section 1.07. (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business.business involving the sale of goods or services; or

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House Otish Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (b) below) and Town House and its Subsidiaries Otish respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries Otish will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Otish, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion Norske and Town House and its Subsidiaries Synoptech respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Synoptech nor Town House and its Subsidiaries Norske will: : (i) make any change in their organizational documents, articles of incorporation (except as provided for in Section 5.01) or bylaws; ; (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries Norske, or in section 4.73.07, in the case of Xerion Synoptech (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Upland or Town House GSC Schedules or as permitted or contemplated by this Agreement, Xerion Upland and Town House and its Subsidiaries GSC, respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Upland nor Town House and its Subsidiaries GSC will: : (i) make any change in their organizational documents, articles respective certificates of incorporation or bylaws; bylaws except to the extent expressly permitted hereby; (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries GSC, or in section 4.72.07, in the case of Xerion Upland, (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Schedules or as permitted or contemplated by this Agreement, Xerion OraLabs, the OraLabs Subsidiaries, PSHL and Town House and its Subsidiaries respectivelythe PSHL Subsidiary, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its reasonable best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion OraLabs nor Town House PSHL and its Subsidiaries the PSHL Subsidiary will: : (i) make any change in their organizational documents, articles respective Articles of incorporation Incorporation or bylaws; Bylaws or its Memorandum and Articles of Association ; (ii) take any action described in section 2.6 3.10 in the case of Town House PSHL and its Subsidiaries the PSHL Subsidiary, or in section 4.75.12, in the case of Xerion OraLabs or the OraLabs Subsidiaries (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any material contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course Ordinary Course of businessBusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion PTC-Nevada and Town House and its Subsidiaries PTC-Texas respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion PTC-Texas nor Town House and its Subsidiaries PTC-Nevada will: : (i) make any change in their organizational documents, articles of incorporation (except as provided for in Section 5.01) or bylaws; ; (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries PTC-Nevada , or in section 4.73.07, in the case of Xerion PTC-Texas (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement September 30, 2011 until the Closing Date and except as set forth in the Xerion TNSX Schedules or Town House Big Tree Brunei Schedules or as permitted or contemplated by this Agreement, Xerion TNSX (subject to paragraph (d) below) and Town House and its Subsidiaries Big Tree Brunei respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; heretofore and as disclosed in the TNSX SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement September 30, 2011 until the Closing Date, neither Xerion TNSX nor Town House and its Subsidiaries Big Tree Brunei will: , except as provided for in Schedule 4.06(b): (i) make any change changes in their organizational documentsArticles of Incorporation, articles or certificate of incorporation or bylaws; bylaws except as contemplated by this Agreement including a name change; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Big Tree Brunei or in section 4.7Section 2.07, in the case of Xerion TNSX (all except as permitted therein or as disclosed in the applicable party's ’s schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business except as disclosed in the TNSX SEC Reports.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House Sunshine Schedules or as permitted or contemplated by this Agreement, Xerion the Company and Town House and its Subsidiaries respectivelySunshine respectively (subject to paragraph (b) below), will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries Sunshine will: : (i) make any change changes in their organizational documentsthe Certificate of Incorporation or Bylaws in the case of the Company, articles or in the Articles of incorporation or bylaws; Organization in the case of Sunshine, except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Sunshine, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock in the case of the Company, any ownership interests in the case of Sunshine, or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) A. From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion DESIGN and Town House and its Subsidiaries DYNAMIC respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) B. From and after the date of this Agreement until the Closing Date, neither Xerion DYNAMIC nor Town House and its Subsidiaries DESIGN will: : (i) make any change in their organizational documents, articles of incorporation or bylaws; articles of organization, bylaws or regulations; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries DESIGN or in section 4.7, Section 3.06 in the case of Xerion DYNAMIC (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House AIT Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (d) below) and Town House and its Subsidiaries AIT respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries AIT will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; , except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iii) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Global Schedules or Town House Rainbow Schedules or as permitted or contemplated by this Agreement, Xerion Global (subject to paragraph (d) below) and Town House and its Subsidiaries Rainbow respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Global nor Town House and its Subsidiaries Rainbow will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries Rainbow, or in section 4.7Section 2.07, in the case of Xerion Global (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Global) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Sunbelt or Town House iExalt Schedules or as permitted or contemplated by this Agreement, Xerion Sunbelt and Town House and its Subsidiaries iExalt respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Sunbelt nor Town House and its Subsidiaries iExalt will: : (i) make any change in their organizational documents, articles of incorporation or bylaws; , except as provided herein; (ii) take any action described in section 2.6 1.07 in the case of Town House and its Subsidiaries iExalt, or in section 4.73.07, in the case of Xerion Sunbelt (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Agreement or Town House Schedules attached hereto or as permitted or contemplated by this Agreement, Xerion and Town House and its Subsidiaries Sarkxx xxx LoanNet respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion nor Town House and its Subsidiaries Sarkxx xxx LoanNet will: : (i) make any change in their organizational documents, articles Articles or Certificate of incorporation Incorporation (except as provided for in Section 5.01) or bylaws; Bylaws; (ii) take any action described in section 2.6 Section 1.08 in the case of Town House and its Subsidiaries LoanNet , or in section 4.7Section 3.08, in the case of Xerion Sarkxx (all except xxcept as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of businessbusiness involving the sale of goods or services. (c) Sarkxx xxxll have issued warrants to purchase 200,000 shares to Kechxxxxx xx $0.18 per share for an aggregate strike price of $36,000.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House World Golf Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (d) below) and Town House and its Subsidiaries World Golf respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries World Golf will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; , except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.07 in the case of Town House and its Subsidiaries World Golf, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Maoming Schedules or as permitted or contemplated by this Agreement, Xerion Eternal (subject to paragraph (d) below) and Town House and its Subsidiaries Maoming respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion Eternal nor Town House and its Subsidiaries Maoming will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; or similar documents of organization and governance. (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or Section 1.07. (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business.business involving the sale of goods or services; or

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House BP Senior Care Schedules or as permitted or contemplated by this Agreement, Xerion the Company and Town House and its Subsidiaries respectivelyBP Senior Care respectively (subject to paragraph (b) below), will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries BP Senior Care will: : (i) make any change changes in their organizational documentsArticles of Incorporation or Bylaws, articles of incorporation or bylaws; except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 in the case of Town House and its Subsidiaries or in section 4.7, in the case of Xerion (all except as permitted therein or as disclosed in the applicable party's schedules); or (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iii) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business. (c) From and after the date of this Agreement until the Closing Date, BP Senior Care will not take any action described in Section 1.07 (all except as permitted therein or as disclosed in the BP Senior Care Schedules).

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion KAK or Town House ARR Schedules or as permitted or contemplated by this Agreement, Xerion KAK, and Town House and its Subsidiaries the ARR Parties, respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; ; (v) use its best reasonable commercial efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion nor Town House KAK and its Subsidiaries will: the ARR Parties shall have the right to terminate this Agreement in the event that the other party shall, prior to the Closing Date: (i) except as otherwise specifically set forth herein, make any change in their organizational documents, respective certificates or articles of incorporation or bylaws; ; (ii) take any action described in section 2.6 Section 1.11 in the case of Town House and its Subsidiaries ARR, or in section 4.7Section 2.11, in the case of Xerion KAK (all except as permitted therein or as disclosed in the applicable party's schedules); or or (iii) enter into or amend any contractContract, agreement, agreement or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contractContract, agreement, agreement or other instrument in the ordinary course of businessbusiness involving the sale of goods or services.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Company Schedules or Town House SLC Schedules or as permitted or contemplated by this Agreement, Xerion the Company (subject to paragraph (d) below) and Town House and its Subsidiaries SLC respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Xerion the Company nor Town House and its Subsidiaries SLC will: : (i) make any change changes in their organizational documents, articles or certificate of incorporation or bylaws; , except as otherwise provided in this Agreement; (ii) take any action described in section 2.6 Section 1.06 in the case of Town House and its Subsidiaries SLC, or in section 4.7Section 2.07, in the case of Xerion the Company (all except as permitted therein or as disclosed in the applicable party's schedules); or ; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.