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 Agreement or Schedules attached hereto or as otherwise approved in writing by Wireless, the Company will: (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, unless otherwise approved in advance by Company in writing, Wireless will not: (i) make any change in its articles of incorporation or bylaws; (ii) conduct any business or enter into any contract, agreement or commitment of any kind, or amend any contact, agreement or commitment currently in existence, other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporation. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement USCo Schedules or HKCo Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willUSCo (subject to paragraph (b) below) and HKCo 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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization intactorganization, 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, unless otherwise approved in advance by Company in writing, Wireless will notneither USCo nor HKCo will: (i) make any changes in their Organizational Documents, including any change in its articles of incorporation or bylawsname, except as contemplated by this Agreement; (ii) conduct take any business action described in Section 1.07, in the case of HKCo, or in Section 2.07, in the case of USCo (all except as permitted therein or as disclosed in the HKCo Schedules or USCo Schedules, as applicable); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in the HKCo Schedules or USCo Schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date Date, PRAESIDIUM and except as set forth in the Agreement or Schedules attached hereto or as otherwise approved in writing by WirelessIDGLOBAL respectivaly, the Company willwill 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 In full force and effect insurance comparable in amount and in In scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligation Its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and end business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its 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 end orders imposed Imposed by federal or state governmental authorities. (b) From and alter the date of this Agreement until the Closing Date, neither PRAESIDIUM nor IDGLOBAL will: (i) make any changes in their articles or certificate Of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of IDGlOBAL, or in Section 2.07, in the case of PRAESIDIUM (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other Instrument of any of the types described in such party's schedules. except that e 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 PRAESIDIUM) or conduct any similar transactions other than in the ordinary course of business. (c) In light of the fact that IDGLOBAL ' Shareholders will control PRAESIDIUM as a result of the Exchange, from and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither PRAESIDIUM or lDGlobal shall take any action which is material to their business without the prior written approval of the other party, Wireless will not: (i) make any change which may give or withhold in its articles of incorporation or bylaws; (ii) conduct any business or enter into any contract, agreement or commitment of any kind, or amend any contact, agreement or commitment currently in existence, sole discretion after consultation with the other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationparty. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement MAGIC or Seller Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will: parties hereto will each use its best efforts to (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 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, unless otherwise approved in advance by Company in writing, Wireless Seller will not: , without the prior consent of the MAGIC (i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws; charter documents; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue acquire any shares of Wireless Common Stock its capital stock; or other securities convertible into (v) purchase or exercisable for Wireless Common Stock to redeem any personshares of its capital stock, firm or corporationexcept as disclosed herein. (c) Prior to Between the date of this Agreement and the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares each of the outstanding common stock of Wireless parties hereto, to return all of such shares of Wireless Common Stock the extent applicable, will use their best efforts to Wireless for cancellation. As at cause the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall closing conditions in Articles 5 and 6 to be issued and outstandingsatisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement AAI or QMT Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willparties hereto will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations, regulations and orders imposed by provincial, federal or state governmental authorities. (vii) utilize its best efforts in order to establish a trading market for AAI' s Common Stock on a US over the counter market. (b) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither AAI nor QMT will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiiv) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement RRUN or UM Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willparties hereto will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations, regulations and orders imposed by provincial, federal or state governmental authorities. (vii) utilize its best efforts in order to establish and/or maintain a trading market for UM' s Common Stock on a US over the counter market. (b) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither RRUN nor UM will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiiv) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement VOSS or FNTT Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agrxxxxnt, the Company willparties hereto will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations, regulations and orders imposed by provincial, federal or state governmental authorities. (bvii) utilize its best efforts in order to establish and/or maintain a trading market for FNTT' s common stock on a U.S. over the counter market. (viii) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither VOSS nor FNTT will, Wireless will notwithout the prior consent of the other paxxx: (iix) except as otherwise specifically set forth herein, make any change in its their respective articles of incorporation or bylaws; (iix) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (xi) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (xii) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiixiii) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Agreement permitted or Schedules attached hereto or as otherwise approved in writing contemplated by Wirelessthis Agreement, the Company willPFH (subject to paragraph (d) below) and EXO respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) pay all accounts payable, purchase inventory and collect all accounts receivable in the ordinary course of business consistent with past custom and practice; (iii) use reasonable efforts to 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; (iiiiv) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivv) 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; (vvi) 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 (vivii) 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 hereof until the Closing Date, unless otherwise approved neither PFH nor EXO will: (i) make any changes in advance their Articles of Incorporation, articles or certificate of incorporation or bylaws except as contemplated by Company this Agreement including a name change; or (ii) take any action described in writingSection 1.07, Wireless in the case of EXO, or in Section 2.06, in the case of PFH. (c) From and after the date hereof until the Closing Date, EXO will not: (i) make enter into or amend any change contract, agreement, or other instrument of any kind, except that EXO may enter into or amend any contract, agreement, or other instrument in its articles the ordinary course of incorporation business involving the sale of goods or bylawsservices; (ii) conduct sell, transfer or otherwise dispose of, without notifying PFH, any business of the tangible or enter into any contract, agreement or commitment intangible assets of any kind, or amend any contact, agreement or commitment currently in existence, EXO assets (other than as previously approved by sales in the Signing Company Stockholders and to further the transactions contemplated by this Agreement; orordinary course of business); (iii) issue sell, transfer or commit to otherwise dispose of any capital stock of EXO or issue any shares capital stock of Wireless Common Stock EXO; (iv) pay any dividend, without notifying PFH, or make any similar distribution that would have a material adverse effect on EXO’s business; (v) grant any increase in the compensation or benefits of any employee or officer with the Company (other securities convertible than in the ordinary course of business in accordance with past practice); and (vi) not enter into or exercisable for Wireless Common Stock to modify any person, firm or corporation. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares agreement with any affiliate of the outstanding common stock EXO with affects the operation of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingEXO’s business.

Actions Prior to Closing. (a) From and after the date of this Agreement December 31, 2012 until the Closing Date and except as set forth in the Agreement IACE Schedules or IEG US Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willIACE (subject to paragraph (d) below) and IEG US respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the IACE 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 (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 December 31, 2012 until the Closing Date, unless otherwise approved neither IACE nor IEG US will, except as provided for in advance by Company in writing, Wireless will not:Schedule 4.06(b): (i) make any change changes in its their Articles of Incorporation, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) conduct take any business action described in Section 1.07 in the case of IEG US or in Section 2.07, in the case of IACE (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party’s schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business except as disclosed in the IACE SEC Reports. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement EWN or ESTREAM Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willparties hereto will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations, regulations and orders imposed by provincial, federal or state governmental authorities. (bvii) utilize its best efforts in order to establish and/or maintain a trading market for ESTREAM’ s common stock on a U.S. over the counter market. (viii) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither EWN nor ESTREAM will, Wireless will notwithout the prior consent of the other party: (iix) except as otherwise specifically set forth herein, make any change in its their respective articles of incorporation or bylaws; (iix) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; Agreement and Plan of Reorganization (xi) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (xii) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiixiii) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement ARC or Kina Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willKina will each use its best efforts to: (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 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 (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, unless otherwise approved in advance by Company in writingneither ARC nor Kina will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective certificates or articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) issue any shares of its capital stock except pursuant to an offering or offerings of ARC Common Shares, or conversion of debentures to Common Shares, each at a per share price of at least $3.50; (v) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiivi) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. Except as set forth on Schedule 6.04, from and after the Original Agreement Date until the Closing and except as permitted or contemplated by this Agreement, the Buyer and Acquired Company, respectively, will each: (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement or Schedules attached hereto or as otherwise approved in writing by Wireless, the Company will: (i) use its commercially reasonable efforts to carry on its business in substantially the same manner as it has heretoforeheretofore and to consummate the Transaction as soon as practicable after the date hereof; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) 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; (ve) use its best commercially reasonable 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 (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From The Acquired Company shall not and after shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, or (ii) repurchase, redeem or otherwise acquire or modify the date terms of this Agreement until any shares of its capital stock or any of its other securities. (h) The Acquired Company shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of a material amount of assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any material amount of assets, other than in the Closing Date, unless otherwise approved in advance by Company in writing, Wireless will not:ordinary course of business consistent with past practice. (i) make The Acquired Company shall not sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of (including by way of a spin-off or similar transaction), any change material amount of assets, other than (i) in its articles the ordinary course of incorporation or bylaws; business consistent with past practice, (ii) conduct sale and leaseback real estate transactions with respect to Acquired Company Owned Property or real property owned by the Buyer, (iii) leases with We Would Grow, LLC or other parties for retail dispensary locations, reasonably approved by the Buyer, or (iii) sales of mortgage notes secured by the Acquired Company’s or Buyer’s leased real property, provided that the Acquired Company shall promptly give the Buyer notice of any business transaction referred to in clauses (ii) and (iii) hereof. (j) Except as may be required by contractual commitments or corporate policies with respect to severance or termination pay in existence on the date hereof as disclosed in Schedule 6.04, the Acquired Company shall not: (1) other than as mutually agreed by the Buyer and Acquired Company, increase the compensation payable or to become payable to its employees or officers or (2) grant any rights to severance or termination pay to, or enter into any contractemployment or severance agreement with, agreement any director, officer or commitment other employee of any kindthe Acquired Company, or establish, adopt, enter into or amend any contactcollective bargaining, agreement bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or commitment currently other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Law or the terms of a collective bargaining agreement. (k) Except as otherwise set forth in existencethis Agreement, the Acquired Company shall not, and shall not permit any of its Subsidiaries to, terminate, cancel or request any material change in, or agree to any material change in, any Material Contract, other than as previously approved by in the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares ordinary course of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personbusiness, firm or corporationconsistent with past practice. (cl) Prior Subject to the Closing Dateterms and conditions of this Agreement, Wireless shall arrange for one each Party, Xxxx Xxxxxx or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares the most senior officer or manager of the outstanding common stock Acquired Company in the event Xx. Xxxxxx is unwilling or unable to perform his obligations under this Section 6.04(i) will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to assist Xxxxxx with completion of Wireless the audit of the Acquired Company’s financial statements as provided for in the Audit Engagement Letter and their best efforts to return all of cooperate fully with and provide information, records, documents and assistance with respect to such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingaudit.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth described in the Agreement or Schedules attached hereto Schedule 6.17 or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, Stellar, on the Company will:one hand, and Edesa, on the other hand, shall (and Stellar shall cause the Stellar Subsidiaries to): (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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal Laws and state laws and all rules, regulations, and orders Governmental Orders imposed by federal or state governmental authoritiesGovernmental Authorities. (b) From and after the date of this Agreement until the Closing Date, unless neither Stellar nor the Stellar Subsidiaries, on the one hand, nor Edesa, on the other hand, will (and Stellar shall cause the Stellar Subsidiaries not to) except as described in Schedule 6.17 or as otherwise approved in advance required by Company in writing, Wireless will not:this Agreement (including pursuant to the Edesa Financing): (i) make any change in amends its articles of incorporation articles, by-laws, constating documents or bylawsother organizational documents; (ii) conduct any business or enter into any contract, agreement or commitment of any kind, or amend any contactmaterial Contract or other instrument of any of the types described in such party’s schedules, agreement except that a party may enter into or commitment currently amend any Contract or other instrument in existencethe Ordinary Course of Business involving the sale of goods or services; (iii) in the case of Stellar, other than as previously approved by effect any share split, share dividend, reverse share split, consolidation, recapitalization, or similar change in the Signing Company Stockholders and outstanding the Common Shares, without the prior written consent of Edesa (such consent not to further the transactions contemplated by this Agreementbe unreasonably withheld or delayed); or (iiiiv) in the case of Stellar, issue or commit to issue grant any shares of Wireless Common Stock or other securities convertible into (except upon the exercise of outstanding options or exercisable for Wireless Common Stock the Stellar Warrants), or any options, warrants, privileges or rights to acquire shares or other securities, or any person, firm or corporation. (c) Prior to the Closing Date, Wireless shall arrange for one or more right capable of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares becoming any of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingforegoing (whether legal, equitable, contractual or otherwise).

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Agreement Company Schedules or HPIL Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will(subject to paragraph (d) below) and HPIL 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; (iiiii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iviii) 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; (viv) 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 (viv) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement hereof until the Closing Date, unless otherwise approved in advance by neither the Company in writing, Wireless will notnor HPIL will: (i) make any change changes in its articles of incorporation or bylawstheir charter documents, except as contemplated by this Agreement including a name change; (ii) conduct take any business action described in Section 1.07 in the case of HPIL or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party's schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business except as disclosed in the Company SEC Reports. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after Except as contemplated by this Agreement, during the period from the date of this Agreement until to the Closing Date and except as set forth in the Agreement or Schedules attached hereto or as otherwise approved in writing by WirelessClosing, the Company will: shall conduct its operations in the ordinary course of business consistent with past custom and practice (iincluding with respect to frequency and amount) carry on its business in substantially the same manner as it has heretofore; (ii"Ordinary Course of Business") 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 compliance with all applicable laws and regulations and, to that now maintained by it; (iv) perform in all material respects all of its obligation under material contractsthe extent consistent therewith, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its reasonable best efforts to maintain preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its business organization intactrelationships with customers, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply others having business dealings with it to the end that its goodwill and perform ongoing business shall not be impaired in all any material respects all obligations respect. Subject to any constraints under applicable law, the Sellers shall procure that the Purchaser and duties imposed on it by all federal its legal and state laws financial advisers and all rulesauditors are given reasonable direct access to the management and auditors of the Company to the extent that is necessary or expedient for the Purchaser or its advisors and auditors for conducting the actions contemplated. The Company will not, regulationswithout the prior written consent of the Purchaser, and orders imposed by federal or state governmental authorities. (b) From and after undertake any of the date following actions from the signing of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writing, Wireless will not: (i) make any change in its articles action which would materially interfere with the consummation of incorporation or bylawsthe transactions contemplated under this Agreement; (ii) conduct execute any business contracts or enter into any contract, agreement negotiations with any third party that would materially inhibit or commitment impair the consummation of any kind, or amend any contact, agreement or commitment currently in existence, other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated under this Agreement; (iii) except as contemplated by this Agreement; or (iii) issue , sell, encumber, acquire, license or commit to issue transfer any shares assets or property other than purchases and sales of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporation. (c) Prior to assets in the Closing Date, Wireless shall arrange for one or more Ordinary Course of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.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 Agreement LEK or San Xxxxxxx Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willparties hereto will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations, regulations and orders imposed by provincial, federal or state governmental authorities. (vii) utilize its best efforts in order to establish a trading market for LEK's Common Stock on a US over the counter market. (b) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither LEK nor San Xxxxxxx will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiiv) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except Except as set forth in on Schedule 7.12, from the Agreement or Schedules attached hereto or as otherwise approved in writing by Wirelessdate hereof ------------- until the Closing, the Company will: will not (without the prior consent of the Buyer): (i) carry on amend or otherwise modify its business Articles of Organization, By-laws, or any Contract listed in substantially the same manner as it has heretofore; Schedule 4.13 hereto; (ii) maintain and keep make any changes affecting its properties in states ------------- banking or safe deposit arrangements; merge or consolidate with, or sell all or substantially all of good repair and condition as at presentits assets to, except for depreciation due to ordinary wear and tear and damage due to casualty; any other person or corporation; acquire any other business; (iii) maintain enter into any other transaction other than in full force and effect insurance comparable in amount and in scope the ordinary course of coverage to that now maintained by it; business; (iv) perform declare or pay any dividends in all material respects all respect of any of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; outstanding shares of capital stock; (v) use repurchase, redeem or otherwise acquire any shares of 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 customerscapital stock; and (vi) fully comply issue or authorize or propose the issuance or sale of any shares of its capital stock of any class or any securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such shares, or enter into any commitment, arrangement, undertaking or agreement with respect to any of the foregoing, other than the issuance of Company Common Stock upon the exercise of outstanding stock options in accordance with their present terms; (vii) enter into or amend any employment, or severance or similar arrangement with any officer or increase the salary of any director, officer or employee of the Company or make any increase in any employee benefits; (viii) make any cash distributions to any holder of Company Shares other than (x) employment compensation to the such holders in annualized amounts not to exceed the amounts described for the year ended December 31, 2000 as provided to MedSource in writing prior to the date hereof or (y) the repayment of all debt due to stockholders and perform in all material respects all obligations institutions; and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities(viii) enter into any commitment to do any of the foregoing. (b) From and after the date of this Agreement until On or before the Closing Date, unless otherwise approved in advance by the Company in writingshall repay all of the debt due to stockholders of the Company and institutions pursuant to promissory notes, Wireless will not: (i) make any change in its articles revolving credit facilities, term loans and notes, lines of incorporation or bylaws; (ii) conduct any business or enter into any contract, agreement or commitment of any kind, or amend any contact, agreement or commitment currently in existence, other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares of Wireless Common Stock credits or other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporation. (c) Prior to the Closing Date, Wireless shall arrange for one or more similar arrangements outstanding as of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date as set forth on Schedule 7.12(b) (the "Debt"), which Schedule sets forth the amount ---------------- outstanding on such debt as of the date hereof. Such repayment will be made from the Company's cash on hand, provided, however, that any cash received by the Company as a result of exercises of outstanding Company Stock Options after the date hereof shall not more than 4,500,000 shares be used to repay such Debt (the "Available Cash"). Two (2) days prior to the Closing, the Company shall deliver to the Buyer Group payoff letters from each such stockholder and institution and a reconciliation statement setting forth the dates the Debt was repaid by the Company and the amount of Wireless Common Stock cash used by the Company to repay such Debt, as well as the amount of any shortfall owed on the Debt (determined by subtracting the amount of Available Cash from the amount outstanding on the Debt on such date) (the "Shortfall"). Any Shortfall shall be issued paid by MedSource or Buyer at Closing and outstandingthat number of MedSource Shares shall be deducted from the escrow amount to be contributed as set forth in Section 2.1(a) hereof as are equal to the amount of the Shortfall divided by $1,000.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement USG or TBM Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willUSG and TBM will each use its best efforts to: (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 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws applicable jurisdictions and all rules, regulations, regulations and orders imposed by federal or state applicable governmental authorities. (b) From and after the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writingneither USG nor TBM will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective certificates or articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiiv) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Agreement Company Schedules or PEC Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will(subject to paragraph (d) below) and PEC respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company 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 (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement hereof until the Closing Date, unless otherwise approved in advance by neither the Company in writing, Wireless will notnor PEC will: (i) make any change changes in its their Articles of Incorporation, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) conduct take any business action described in Section 1.07 in the case of PEC or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party’s schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business except as disclosed in the Company SEC Reports. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Agreement Company Schedules or FDHG Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will(subject to paragraph (d) below) and FDHG 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; (iiiii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iviii) 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; (viv) 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 (viv) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement hereof until the Closing Date, unless otherwise approved in advance by neither the Company in writing, Wireless will notnor FDHG will: (i) make any change changes in its articles of incorporation or bylawstheir charter documents, except as contemplated by this Agreement including a name change; (ii) conduct take any business action described in Section 1.07 in the case of FDHG or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party’s schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business except as disclosed in the Company SEC Reports. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement Amaru or M2B Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, M2B and Amaru, to the Company willextent applicable, will each use its best efforts to: (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 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 (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, unless otherwise approved in advance by Company in writingneither Amaru nor M2B will, Wireless will notwithout the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its their respective certificates or articles of incorporation or bylaws; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreementacquire any shares of its capital stock; or (iiiv) issue purchase or commit to issue redeem any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personits capital stock, firm or corporationexcept as disclosed herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. Each of the Companies shall (a) From and after the date of this Agreement until ------------------------ conduct its Business pending the Closing Date and except as set forth only in the Agreement or Schedules attached hereto or as otherwise approved in writing by Wireless, the Company will: ordinary and usual course of business consistent with past practice; (i) carry on its business in substantially the same manner as it has heretofore; (iib) 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; condition; (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; (vc) use its best all reasonable efforts to maintain in accordance with good business practice its present employees and preserve its business organization intact, to retain its key employees, and to maintain its relationship relationships with its material suppliers and customerscustomers so that they will be preserved for Buyer after the Closing; and and (vid) fully comply prior to the Closing, obtain all consents, waivers, approvals, authorizations or orders required in connection with the authorization, execution and perform delivery of this Agreement by the Companies. Except as expressly contemplated by this Agreement or as consented to in all material respects all obligations and duties imposed on it writing by all federal and state laws and all rulesthe Buyer, regulations, and orders imposed by federal or state governmental authorities. (b) From and after during the period from the date of this Agreement until the Closing Date, unless otherwise approved in advance by Company in writing, Wireless will not: (i) make any change in its articles of incorporation or bylaws; (ii) conduct any business or enter into any contract, agreement or commitment of any kind, or amend any contact, agreement or commitment currently in existence, other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporation. (c) Prior to the Closing Date, Wireless each of the Companies shall arrange for one not, (a) issue, sell or more pledge additional shares of capital stock of any class (including the Shares) or securities convertible into any such shares, including the declaration of any dividends; (b) repurchase, reacquire or agree to repurchase or reacquire any of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common capital stock of Wireless any class; (c) propose or adopt any amendments to return all the Articles of Incorporation or bylaws of such shares Company; (d) incur any obligation or liability or enter into any transaction, not in the ordinary course of Wireless Common Stock business; (e) incur any indebtedness for borrowed money; (f) make or agree to Wireless for cancellation. As at make any loans to, or repay any loans from, any of its officers, directors or employees; and (g) agree in writing or orally to take any of the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingforegoing actions or any other action which would have made any representation or warranty in this Agreement untrue.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement or Company Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will(subject to paragraph (b) below) will : (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 (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, unless otherwise approved in advance by the Company in writing, Wireless will not: (i) make any change changes in its articles their Articles of incorporation Incorporation or bylawsBylaws, except as otherwise provided in this Agreement; (ii) conduct take any business action described in Section 2.07 in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party's schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock or other securities convertible into or exercisable for Wireless Common Stock to conduct any person, firm or corporationsimilar transactions. (c) Prior to Closing the Closing DateCompany shall enter into a written agreement, Wireless shall arrange acceptable to Buyers n their sole discretion, with Canada Customs and Revenue Agency for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares the repayment of the outstanding common stock of Wireless Company's debt in regards to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingGST.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement or attached Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company willCompany, and the Shareholders (for and on behalf of Cathay), respectively, will each: (i) carry on its their business in substantially the same manner as it has they had heretofore; (ii) maintain and keep its their 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 itthem; (iv) perform in all material respects all of its obligation their obligations under material contracts, leases, and instruments relating to or affecting its their assets, properties, and business; (v) use its their best efforts to maintain and preserve its their business organization intact, to retain its their key employees, and to maintain its their 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 them 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, unless otherwise approved in advance by Company in writingneither the Company, Wireless will notnor the Shareholders, on behalf of Cathay will: (i) make any change changes in its their articles of incorporation or bylawsbylaws except as contemplated by this Agreement; (ii) conduct declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waive any rights of value which in the aggregate are extraordinary or material considering the business of either the Company or Cathay respectively; (iv) make any material change in their method of management, operation or accounting; (v) enter into any contract, agreement other material transaction other than in the ordinary course of either party's respective business; (vi) make any accrual or commitment arrangement for payment of bonuses or special compensation of any kind, kind or amend any contact, agreement severance or commitment currently in existence, other than as previously approved termination pay to any present or former officer or employee; (vii) increase the rate of compensation payable or to become payable by the Signing Company Stockholders and it to further the transactions contemplated by this Agreementany of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (iiiviii) make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (ix) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as necessary in its ordinary course of business; (x) pay or agree to pay any material obligations or liability (absolute or contingent) other than current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this agreement and the consummation of the transactions contemplated hereby; (xi) sell or transfer, or agree to sell or transfer, any of their assets, properties, or rights (except assets, properties, or rights not used or useful in their respective business which, in the aggregate have a value of less than $1,000), or cancel, or agree to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (xii) make or permit any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering their respective businesses; or (xiii) issue, deliver or agree to issue or commit to issue deliver any shares of Wireless Common Stock stock, bonds or other corporate securities convertible into including debentures (whether authorized and unissued or exercisable for Wireless Common Stock to any person, firm or corporationheld as treasury stock). (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. Except as set forth on Schedule 6.04, from and after the Original Agreement Date until the Closing and except as permitted or contemplated by this Agreement, the Buyer and Acquired Company, respectively, will each: (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement or Schedules attached hereto or as otherwise approved in writing by Wireless, the Company will: (i) use its commercially reasonable efforts to carry on its business in substantially the same manner as it has heretoforeheretofore and to consummate the Transaction as soon as practicable after the date hereof; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) 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; (ve) use its best commercially reasonable 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 (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From The Acquired Company shall not and after shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, or (ii) repurchase, redeem or otherwise acquire or modify the date terms of this Agreement until any shares of its capital stock or any of its other securities. (h) The Acquired Company shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of a material amount of assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any material amount of assets, other than in the Closing Date, unless otherwise approved in advance by Company in writing, Wireless will not:ordinary course of business consistent with past practice. (i) make The Acquired Company shall not sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of (including by way of a spin-off or similar transaction), any change material amount of assets, other than (i) in its articles the ordinary course of incorporation or bylaws; business consistent with past practice, (ii) conduct sale and leaseback real estate transactions with respect to Acquired Company Owned Property or real property owned by the Buyer, (iii) leases with We Would Grow, LLC or other parties for retail dispensary locations, reasonably approved by the Buyer, or (iii) sales of mortgage notes secured by the Acquired Company’s or Buyer’s leased real property, provided that the Acquired Company shall promptly give the Buyer notice of any business transaction referred to in clauses (ii) and (iii) hereof. (j) Except as may be required by contractual commitments or corporate policies with respect to severance or termination pay in existence on the date hereof as disclosed in Schedule 6.04, the Acquired Company shall not: (1) other than as mutually agreed by the Buyer and Acquired Company, increase the compensation payable or to become payable to its employees or officers or (2) grant any rights to severance or termination pay to, or enter into any contractemployment or severance agreement with, agreement any director, officer or commitment other employee of any kindthe Acquired Company, or establish, adopt, enter into or amend any contactcollective bargaining, agreement bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or commitment currently other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Law or the terms of a collective bargaining agreement. (k) Except as otherwise set forth in existencethis Agreement, the Acquired Company shall not, and shall not permit any of its Subsidiaries to, terminate, cancel or request any material change in, or agree to any material change in, any Material Contract, other than as previously approved by in the Signing Company Stockholders and to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue any shares ordinary course of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to any personbusiness, firm or corporationconsistent with past practice. (cl) Prior Subject to the Closing Dateterms and conditions of this Agreement, Wireless shall arrange for one each Party, Mxxx Xxxxxx or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares the most senior officer or manager of the outstanding common stock Acquired Company in the event Mx. Xxxxxx is unwilling or unable to perform his obligations under this Section 6.04(i) will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to assist Hxxxxx with completion of Wireless the audit of the Acquired Company’s financial statements as provided for in the Audit Engagement Letter and their best efforts to return all of cooperate fully with and provide information, records, documents and assistance with respect to such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingaudit.

Actions Prior to Closing. 7.1 CONDUCT OF THE COMPANY ---------------------------- During the period from the date hereof to the Closing Date: (a) From and after the date of this Agreement until the Closing Date and except as set forth Operations in the Agreement or Schedules attached hereto or Ordinary Course of Business Except as otherwise approved in writing contemplated by Wirelessthis Agreement, the Company willCompanies shall, and the Sellers shall cause the Companies to, conduct their business operations according to the ordinary and usual course of business and will use their reasonable best efforts: (i) carry on its to preserve intact their business in substantially the same manner as it has heretoforeorganization; (ii) to maintain their books and keep its properties records in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualtyaccordance with past practices; (iii) maintain in full force to keep available the services of their officers and effect insurance comparable in amount and in scope of coverage to that now maintained by it;employees; and (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 satisfactory relationships with licensors, suppliers, distributors, customers and preserve others having business relationships with them. The Company and the Sellers shall confer with the Purchasers or its business organization intact, representatives to retain its key employees, keep them informed with respect to operational matters of a material nature 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 authoritiesreport the general status of the ongoing operations of the business of the Companies. (b) From and after Forbearances by the date of Companies Except as contemplated by this Agreement until Agreement, the Closing Date, unless otherwise approved in advance by Company in writing, Wireless Companies will not, and the Sellers will not permit the Companies to, without the prior written consent of the Purchasers: (i1) incur any new debt, liability or obligation, direct or indirect, whether accrued, absolute, contingent or otherwise (other than short-term indebtedness in the ordinary course of business consistent with past practice in an amount not to exceed BF 850,000); (2) assume, guarantee, endorse or otherwise become responsible for the obligations of, or make any loans or advances to, any other individual, firm or corporation (other than any of the Companies); (3) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property), other than any dividends to the Company from any of the Companies and the Participations except as described in Section 9.5 and 11.c of the Disclosure Letter; (4) mortgage, pledge or otherwise encumber any of its properties or assets other than in the ordinary course of business consistent with past practice; (5) sell, lease, transfer or dispose of any of its properties or assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it except for sales of inventory in the ordinary and usual course of business and consistent with past practice; (6) except for capital expenditures not to exceed BF 850,000 individually and/or BF 3,000,000 in the aggregate or items included in the capital budget included in the Disclosure Letter, make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than in the ordinary and usual course of its business and consistent with past practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its articles agreements, plans or leases other than in the ordinary course of incorporation or bylawsbusiness consistent with past practice; (ii9) conduct permit any business insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated or any of the coverage thereunder to lapse; (10) enter into any contractcollective bargaining agreements, except for the ongoing collective bargaining negotiations regarding the reclassification of blue-collar workers and the effects thereof; (11) hire any new employees (other than in the ordinary course of business consistent with past practice) or increase in any manner the compensation, remuneration or fringe benefits of any of its officers or employees, except for the employees' reasonable year end and salary reviews, effective as of January 1, 1999, or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself to any employment agreement or commitment employee benefit plan with or for the benefit of any kindof its officers or employees or any other person, or amend alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any contactpension plan or any other employee benefit plan; (12) issue any shares of capital stock or issue any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stock; (13) enter into an agreement or commitment currently to do any of the things described in existence, other than as previously approved by the Signing Company Stockholders and to further the transactions contemplated by clauses (1) through (12) of this AgreementArticle 7.1.(b); or (iii14) issue or commit to issue take any shares of Wireless Common Stock or other securities convertible into or exercisable for Wireless Common Stock to action that would render inaccurate any person, firm or corporationrepresentation and warranty made herein. (c) Prior to the Closing Date, Wireless shall arrange for one or more of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstanding.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement Fusion Schedules or Visualcom Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company Visualcom will: (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 (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, unless otherwise approved in advance by Company in writing, Wireless will notneither Fusion nor Visualcom will: (i) make any change changes in its their articles or certificate of incorporation or bylaws; (ii) conduct take any business action described in Section 1.07 in the case of Visualcom, or in Section 2.04, in the case of Fusion (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement agreement, or commitment other instrument of any kindof the types described in such party's schedules, except that a party may enter into or amend any contactcontract, agreement agreement, or commitment currently other instrument in existence, other than as previously approved by the Signing Company Stockholders and to further ordinary course of business involving the transactions contemplated by this Agreementsale of goods or services; or (iiiiv) issue sell any assets or commit to issue discontinue any operations, sell any shares of Wireless Common Stock capital stock (other than as contemplated herein) or conduct any similar transactions other securities convertible into or exercisable for Wireless Common Stock to any person, firm or corporationthan in the ordinary course of business. (c) Prior to In light of the fact that Fusion will control Visualcom as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Wireless Visualcom shall arrange for one take no action which is material to its business without the prior written approval of Fusion, which Fusion may give or more of withhold in its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingsole discretion after consultation with Visualcom.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement CPC or Y-TEL Schedules attached hereto or as otherwise approved in writing permitted or contemplated by Wirelessthis Agreement, the Company will: parties hereto will each use its best efforts to (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 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, unless otherwise approved in advance by Company in writingneither CPC nor Y-TEL will, Wireless will not: without the prior consent of the other party (i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws; their respective charter documents; (ii) conduct declare or pay any business dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into any contract, agreement or commitment of any kind, or amend any contactemployment, agreement severance or commitment currently in existencesimilar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other than as previously approved by rights not existing on the Signing Company Stockholders and date hereof to further the transactions contemplated by this Agreement; or (iii) issue or commit to issue acquire any shares of Wireless Common Stock its capital stock; or other securities convertible into (v) purchase or exercisable for Wireless Common Stock to redeem any person, firm or corporation. (c) Prior to the Closing Date, Wireless shall arrange for one or more shares of its current stockholders owning of record and beneficially an aggregate of 5,000,000 shares of the outstanding common stock of Wireless to return all of such shares of Wireless Common Stock to Wireless for cancellation. As at the Closing Date not more than 4,500,000 shares of Wireless Common Stock shall be issued and outstandingcapital stock, except as disclosed herein.