Common use of Affirmative Covenants of the Company Clause in Contracts

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and the Closing, except as the Investor shall otherwise consent, the Company will do the following: a. Conduct its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoing.

Affirmative Covenants of the Company. The For so long as either of the Buyers holds Notes, Preferred Stock or Conversion Shares, the Company hereby covenants shall: (i) Timely file all reports required to be filed with the Investor that between SEC pursuant to the date of this Agreement 1934 Act, and the ClosingCompany shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) Send to the Buyer contemporaneously with the making available or giving to the shareholders of the Company, except as copies of any notices or other information the Investor Company makes available or gives to such shareholders, provided that, the Company shall otherwise consentnot be required pursuant to this Section 6(g)(ii) to send reports to any Buyer if the only Securities then held by such Buyer are Conversion Shares; (iii) Authorize and reserve for the purpose of issuance, a sufficient number of shares of Common Stock (the “Reserved Amount”) to provide for the full conversion of the Preferred Stock and issuance of the Conversion Shares in connection therewith (based on the conversion ratio of the Preferred Stock in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will do promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the following: a. Conduct its business only in Company’s obligations under this Section 6(g)(iii). In order to ensure that the ordinary course Company has authorized a sufficient amount of business consistent with past practice and refrain from changing or introducing any method of management or operations except in shares to meet the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect Reserved Amount at all times, the Company shall deliver to the obligations Buyer at the end of othersevery fiscal quarter a list detailing (1) the current amount of shares authorized by the Company and reserved for the Buyer; and (2) amount of shares issuable upon conversion of the Preferred Stock. (iv) Promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, and from incurring if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as any Buyer owns any of the Securities, maintain, so long as any other contingent shares of Common Stock shall be so listed, such listing of all Conversion Shares. The Company will obtain and, so long as any Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB or fixed obligations or liabilities except those that are usual and normal in any equivalent replacement exchange, the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to Nasdaq Global Select Market, the standards that it maintained to Nasdaq Global Market, the date of this AgreementNasdaq Capital Market, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stockthe New York Stock Exchange, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents the American Stock Exchange and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply will comply in all respects with all Laws applicable to the conduct of its business Company’s reporting, filing and other obligations under the bylaws or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing rules of the termination or resignation National Association of Securities Dealers and such exchanges, as applicable. The Company shall promptly provide to each Buyer copies of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon notices it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring receives from the date hereof until OTCBB and any other exchanges or quotation systems on which the Closing Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. As long as the Company Stock is not listed for trading on a national securities or automated quotation system, the Company shall ensure that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed the Company’s Common Stock is listed on the date hereof, OTCBB (or equivalent replacement) and shall use its commercially reasonable efforts to prevent or promptly remedy ensure that at least two market-makers are making a market in the sameCompany’s Common Stock. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of (v) Maintain its securities or assets or participate corporate existence in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoinggood standing.

Affirmative Covenants of the Company. The Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company hereby covenants shall: (i) act in good faith and use commercially reasonable efforts to support and successfully complete the Restructuring and all transactions contemplated under this Agreement; (ii) negotiate in good faith, and use commercially reasonable efforts to complete and enter into the Definitive Documents in a manner consistent with this Agreement; (iii) provide draft copies of all material motions or applications and other documents relating to the Plan, Disclosure Statement, any proposed amended version of the Plan or Disclosure Statement, all First Day Pleadings, and any other Definitive Document that the Company intends to file with the Investor that between Bankruptcy Court, to Xxxxxx Xxxxx, Xxxx Xxxx and Milbank at least two calendar days before the date of filing of any such pleading or other document to the extent reasonably practicable; (iv) to the extent consistent with any confidentiality requirements, provide a copy of any written proposal for an Alternative Transaction (or a written summary of any oral proposal for an Alternative Transaction) received by the Company to Xxxxxx Xxxxx, Xxxx Xxxx and Milbank on a “professional eyes only” basis within two calendar days of the Company’s or its advisors’ receipt of such proposal; (v) maintain its good standing under the laws of the state or other jurisdiction in which it is incorporated or organized; (vi) timely file a formal written objection to any motion filed with the Bankruptcy Court by a third-party seeking entry of an order modifying or terminating the Company’s exclusive right to file or solicit acceptances for a plan of reorganization (vii) use commercially reasonable efforts to obtain any and all required governmental, regulatory, licensing, Bankruptcy Court, or other approvals (including any necessary third-party consents) necessary to implement or consummate the Restructuring; (viii) to the extent any legal, financial or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions contemplated herein, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; provided that the economic outcome for the Company and other material terms of this Agreement are preserved in any such provisions; (ix) notify Xxxxxx Xxxxx, Xxxx Xxxx and Milbank upon becoming aware of any of the Closingfollowing occurrences: (A) the occurrence of a Termination Event; (B) any person has challenged the validity or priority of, except as or has sought to avoid, any of the Investor shall otherwise consentPriority Guaranteed Notes or the Legacy Notes; or (C) material developments, discussions, negotiations, or proposals relating to any Alternative Transaction, material contracts or any case or controversy that may be commenced against the Company will do the following:or holders of Priority Guaranteed Notes or Legacy Notes; and a. Conduct its business only (x) conduct businesses in the ordinary course of business in a manner that is consistent with past practice practices, including (A) maintaining physical assets, properties and refrain from changing or introducing any method of management or operations except facilities in their working order condition and repair in a manner that is consistent with past practices, (B) maintaining books and records in the ordinary course of business and course, in a manner that is consistent with prior past practices; b. Refrain from incurring any contingent liability as a guarantor , (C) maintaining all insurance policies, or otherwise with respect to the obligations of otherssuitable replacements therefor, in full force and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal effect, in the ordinary course of business; c. Maintain its equipment and other assets course, in good working condition and repair according to the standards a manner that it maintained to the date of this Agreementis consistent with past practices, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (iD) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy preserve intact business organizations and relationships with third parties (including creditors, vendors, contract counterparties, and customers) and employees in the sameordinary course, in a manner that is consistent with past practices. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoing.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between From the date of this Agreement hereof and the Closing, except as the Investor shall thereafter (unless otherwise consentindicated), the Company covenants and agrees that it will do the followingand will cause each of its Subsidiaries to: a. Conduct its business only in (a) cause all properties owned by the ordinary course of business consistent with past practice and refrain from changing Company or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating Subsidiaries or reorganizing with, used or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply held for use in all respects with all Laws applicable to the conduct of its business or the business of any of its properties or assets; j. Promptly upon its knowledge Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, advise all as in the Investor in writing judgment of the termination or resignation Board of any key employee Directors may be necessary so that the business carried on in connection therewith may be properly and the circumstances therefore; k. Pay advantageously conducted at all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetstimes; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance of any of such disclosure properties if such discontinuance is, in the judgment of the Board of Directors, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the Company's shareholders; (b) preserve and keep in full force and effect the corporate existence, rights (charter and statutory), licenses and franchises of the Company and each of its Subsidiaries; provided, however, that the Company shall not be deemed required to cure any violation or breach of preserve any such representationright, warranty, covenant, agreement license or provision), or (ii) franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating material respect to the acquisition Company's shareholders; and provided, further, that the foregoing shall not prohibit a sale, transfer or merger conveyance of a Subsidiary of the Company or any of its securities assets which is not otherwise prohibited by the terms of this Agreement and is in accordance with the Company's Charter; (c) maintain the books, accounts and records of the Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements (as defined in Section 4.5) except to the extent permitted or assets required by GAAP; (d) keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or participate damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in any discussions comparable form to that maintained by companies similarly situated); (e) comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable Taxes as they become due and payable; (f) permit representatives of SPLN and its agents (including its counsel, accountants and consultants) to have reasonable access during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel; (g) assert and enforce all, and shall not (except with Super Majority Board Vote) amend or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, waive any of the foregoingCompany's rights under, all agreements between the Company and any of its directors, executive officers and other Affiliates, and shall pursue all remedies available to it with diligence and in good faith in connection with the enforcement of any such rights; (h) at all times file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of Securities may reasonably request, all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC; (i) permit SPLN, to elect two directors to the Board of Directors and to designate one of such directors as an observer to attend each meeting of any committees of the Board of Directors, including each telephonic meeting thereof to the extent that one of such directors is not a member of any such committee; (j) if the Company ceases to be a reporting Company under the Exchange Act or to comply with its reporting obligations thereunder, make available, upon request, to any holder of the Securities, so long as the Securities remain outstanding, the information set forth on Exhibit C attached hereto; and (k) prior to effecting any offering of securities, coverage for liabilities in respect of which offering is not included under the Company's director and officer liability insurance policies, the Company shall purchase an endorsement or an additional policy of insurance reasonably satisfactory to SPLN, providing for such coverage in respect of such offering.

Affirmative Covenants of the Company. The Company hereby covenants with During the Investor that between the date of this Agreement and the Closing, except as the Investor shall otherwise consentCovenant Period, the Company will do the followingshall, and shall cause each of its Subsidiaries to,: a. Conduct (a) use its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its commercially reasonable best efforts to promptly satisfy all of the conditions to Closing specified in Section 7.1 above; (b) (A) do or cause to be done all things necessary to preserve and keep intact in full force and effect its corporate existence and its rights and franchises; (B) continue to conduct its business organizationsubstantially as now conducted and, to keep available its present officersat all times, agents in accordance with good business practices; and employees (C) at all times maintain, preserve and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply protect in all material respects with all Laws applicable to of its assets and properties used or useful in the conduct of its business in good working order and condition (reasonable wear and tear excepted), including all of its core Intellectual Property Rights. Nothing in this Section 8.10(b) imposes any obligation on the Company or any Subsidiary to apply to register Intellectual Property Rights, to prosecute applications to register Intellectual Property Rights or to continue to maintain the registration of Registered Intellectual Property, except for the obligation of the Company and its Subsidiaries to maintain the registration of Registered Intellectual Property that is part of its core Intellectual Property Rights. It may choose to abandon any application or registration that does not consist of its core Intellectual Property Rights in its discretion. (c) maintain its books, accounts and records as required to permit the preparation of financial statements in accordance with GAAP; (d) duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its properties (real and personal), sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid could reasonably be expected to by law become a Lien on any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if (x) the validity or amount thereof shall currently be contested in good faith by appropriate proceedings promptly instituted and diligently conducted, (y) the Company or any Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP; and (z) the non-payment of such taxes, assessments, charges, levies or claims that will not have a Material Adverse Effect and will not result in the forfeiture of any of its assets; and provided, further that it pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor; j. Promptly upon (e) give notice to the Investor in writing within thirty (30) days of becoming aware of any litigation or Proceedings threatened in writing against the Company or any of its knowledge thereofSubsidiaries or any pending litigation and Proceedings affecting the Company or any of its Subsidiaries or to which any of them is or becomes a party involving a claim against any of them that could reasonably be expected to result in a Material Adverse Effect, advise stating the nature and status of such litigation or Proceedings; (f) promptly notify the Investor in writing of the termination or resignation occurrence of any key employee and Event of Default (as defined in the circumstances thereforeNote); k. Pay (g) comply in all taxesmaterial respects with (i) the applicable laws and regulations wherever its business is conducted, assessmentsincluding all Environmental Laws, governmental charges or levies imposed upon it or (ii) the provisions of its incomeOrganizational Documents, profits or assets(iii) all Material Contracts the failure of which to comply would result in a Material Adverse Effect and (iv) all material decrees, or otherwise required to be paid by itorders, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsand judgments; and l. Promptly upon its knowledge thereof, advise (h) give notice to the Investor in writing of within ten (i10) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach days of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating change to the acquisition Company’s jurisdiction of organization or merger of the Company legal name or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingorganization.

Affirmative Covenants of the Company. The Company hereby covenants with and agrees as ------------------------------------ follows: Attendance at Board Meetings. ---------------------------- The Company shall permit a representative of the Investor that between the date Purchaser to attend all meetings of its Board of Directors in a nonvoting observer capacity and to participate in discussions and, in this Agreement and the Closingrespect, except as the Investor shall otherwise consentgive such representative timely copies of all notices, the Company will do the following: a. Conduct its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of othersminutes, consents, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards material that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating provides to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsdirectors; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that the Company may require as a condition precedent to this right that the person proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all confidential or proprietary information so received during the meetings or otherwise; and provided further, that the Company reserves the right not to provide information and to exclude Purchaser (or its representative) from any meeting or portion thereof if delivery of such information or attendance at such meeting would result in disclosure shall not be deemed of trade secrets or would adversely affect the attorney-client privilege between the Company and its counsel or if the Purchaser (or its representative) is a competitor of the Company. Advertising and Content. The Company shall, throughout the Promotional Period, ----------------------- make available to cure any violation or breach the Purchaser and its affiliates all of the content on the Company's on-line sites pursuant to the terms of the On-Line Content Sharing Agreement to the extent required by the Purchaser to satisfy its obligations under Section 1 hereunder (including without limitation, in connection with the production of any such representationinterstitial programming as described therein). At all times during the Promotional Period, warrantythe general quantity and quality of the content on the Company's on-line sites shall be maintained at not less than then-current industry levels and, covenant, agreement or provision), or (ii) in any event, occurrenceno less than the general quantity and quality of such content on such sites as of the Closing Date. If the Company fails to comply in any material respect with the requirements of the preceding sentence, transaction then the Promotional Period shall be extended beyond December 31, 2009 by an amount equal to 50% of the time period between the date of the Company's failure to comply and December 31, 2009. The Company covenants and agrees that any commercial advertisement or other item that would have been promotional material provided by the Company to the Purchaser or required to have been disclosed on its affiliates shall not violate the right of privacy of or constitute a libel or slander against or violate or infringe any Schedulelaw, delivered hereundertrademark, had such eventtrade name, occurrencepatent, transaction copyright or item existed on the date hereofany literary, and use its commercially reasonable efforts to prevent artistic, dramatic or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission other right of any proposal or offer from any person or entity relating to the acquisition or merger entity. The Company further acknowledges and agrees that its use and exploitation of the advertising and/or promotional inventory to be made available to it pursuant to this Agreement shall be subject to and in accordance with such rules and restrictions, of which the Company has received or from time to time may receive written notice, as may be promulgated by the Purchaser or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingaffiliates.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between From and after the date of this Agreement and until the ClosingClosing or the earlier termination of this Agreement pursuant to SECTION 12.1 (the "TRANSITION PERIOD"), except as otherwise consented to in writing by the Investor shall otherwise consentPurchaser and Acquisition Sub, the Company will do shall, and the followingShareholders shall cause the Company to: a. Conduct its business only in (a) conduct the operations of the Company according to the ordinary and usual course of business consistent with past custom and practice (including the collection of receivables, the payment of payables and refrain from changing or introducing any method the maintenance of management or operations except in the ordinary course of business supplies) and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its use best efforts to keep maintain and preserve intact its business organization, make capital expenditures in a manner consistent with historical practice (subject to SECTION 8.2(i) below), keep available its present officersthe services of officers and employees, agents and employees and to preserve the goodwill of all maintain satisfactory relationships with licensors, franchisees, licensees, suppliers, customers customers, contractors, distributors, labor unions and others having business relations relationships with itthe Company; h. Maintain true(b) maintain the assets of the Company in customary repair, correct order and complete books condition, maintain insurance reasonably comparable to that in effect on the Latest Balance Sheet Date, replace in accordance with past practice inoperable or worn out assets with modern assets of accounts comparable quality and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date for which the Company is insured or the condemnation of any assets or properties, either repair or replace such assets or property or, if the Purchaser and records relating Acquisition Sub agree, cause the Company to its businessretain such insurance or condemnation proceeds; i. Comply in all respects with all Laws applicable to (c) promptly inform the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor Purchaser and Acquisition Sub in writing of any material variances from the termination or resignation of any key employee representations and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetswarranties contained in ARTICLE VI; and l. Promptly upon (d) cause its knowledge thereofindependent certified public accountants to afford the Purchaser and Acquisition Sub, advise the Investor in writing of its officers, independent certified public accountants, counsel and other representatives and agents (i) any eventreasonable access to the properties, condition or circumstance occurring from books, records (including Tax Returns filed and those in preparation) and executive personnel of the date hereof until Company in order to permit the Closing that would constitute a violation or breach Purchaser and Acquisition Sub full opportunity to make such investigation of any representationthe Company and the Subject Business as it reasonably desires, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating full access to the acquisition or merger audit work papers and other records of the independent certified public accountants of the Company, (iii) access to the customers of the Company, (iv) upon reasonable notice by the Purchaser and Acquisition Sub and at times and in accordance with procedures to be mutually agreed by the -35- Company, the Purchaser and Acquisition Sub, permit the Purchaser and Acquisition Sub and its representatives to make such reasonable inspections of the Company or any of and its securities or assets or participate in any discussions or negotiations regarding, furnish operations as the Purchaser and Acquisition Sub may reasonably require and (v) the opportunity to any review such financial and operating data and other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingCompany as the Purchaser and Acquisition Sub may from time to time reasonably request.

Affirmative Covenants of the Company. The Company hereby covenants with Until all of the Investor that between the date of this Agreement Company’s obligations hereunder and the ClosingNote are paid and performed in full, except as or within the Investor shall otherwise consenttimeframes set forth below, the Company will do shall comply with the followingfollowing affirmative covenants: a. Conduct (i) The Company will maintain and preserve in full force and effect its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability existence as a guarantor or otherwise corporation and comply with respect to all reporting requirements of Rule 144, the obligations of othersSecurities Act, and from incurring any other contingent or fixed obligations or liabilities except those that are usual the Exchange Act. (ii) The Company shall comply in all material respects with all laws and normal in the ordinary course of regulations applicable to its business;. c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to (iii) Within four business days following the date of this Agreement, subject only the Company shall file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Note, and the Transaction Documents in the form required by the Exchange Act and attaching the material transaction documents as exhibits to ordinary wear such filing. (iv) The Company shall execute such documents and tear; d. Refrain from making perform such further acts (including, without limitation, obtaining any change consents, exemptions, authorizations or incurring other actions by, or giving any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stocknotices to, or making any direct filings with, any governmental entity or indirect redemptionany other person) as may be reasonably required by the Investor or desirable to carry out or to perform the provisions of this Agreement or the Transaction Documents. (v) The Company shall take all action reasonably necessary to at all times have authorized, purchase or other acquisition and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note (the “Share Reserve”). If at any time the Share Reserve is insufficient to effect the full conversion of the Note, the Company shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within thirty days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its capital stock;shares in favor of increasing the number of authorized shares of Common Stock. f. Refrain from merging(vi) The Company shall promptly and in a timely fashion perform and honor all demands, consolidating notices, requests and obligations that exist or reorganizing withmay arise under this Agreement or the other Transaction Documents. (vii) The Company shall furnish to the Investor so long as the Investor owns shares of Common Stock, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. (viii) The Company’s Common Stock shall be listed or quoted for trading on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or acquiring(e) the Nasdaq OTC Bulletin Board. The Company shall promptly secure the listing of all of the securities upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all securities from time to time issuable under the terms of the Transaction Documents. (ix) The Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination. (x) The Company agrees to permit the Investor to participate in registrations of the Company’s securities for the Company’s own account (i.e., piggyback registrations) (which registration may include shares registered for the benefit of others in addition to those registered for the Company’s own account) and the shares of Common Stock issuable upon conversion of the Note shall be deemed “registrable securities” or otherwise entitled to piggyback registration rights. If at any entity; g. Use its best efforts time prior to keep intact its business organizationthe repayment in full of the Note, the Company files any registration statement under the Securities Act covering the offer and sale of the Company’s securities, the Company shall give written notice to the Investor at least sixty (60) days prior to the declaration of effectiveness of such registration statement by the SEC and shall offer, in such written notice, to keep available its present officersinclude in such registration (and any related qualifications including compliance with applicable state securities laws) and in any underwriting involved therein, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable Company’s securities issued to the conduct Investor upon conversion of its business or its properties or assets; j. Promptly upon its knowledge thereofthe Note. To the extent the registration involves an underwriting, the Company shall so advise the Investor and the Investor’s right to participate in writing such registration shall be conditioned upon the Investor’s participation in the underwriting and inclusion of securities in the underwriting. (xi) In the event the Company, in violation of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxescovenants contained herein, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required ever ceases to be paid by ita reporting company for purposes of the Exchange Act for any period of time, nor fail then the Company, for so long as Rule 144 of the Securities Act is not available to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any eventas an exemption from registration, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or cause any of its securities or assets or participate shareholders who at such time are in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any possession of Common Stock tradable under Section 3(a)(10) of the foregoingSecurities Act (“3(a)(10) Shares”) to cease to sell such such 3(a)(10) Shares.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and Prior to the Closing, except as the Investor shall otherwise consent, the Company will do the following: a. Conduct shall: (a)conduct its business and its operations only in the ordinary course of business consistent with past custom and practice and refrain from changing or introducing any method (“Ordinary Course of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise Business”), including with respect to maintenance of working capital balances, collection of accounts receivable, payment of employee compensation, payment of accounts payable and cash management practices generally; (b)use its reasonable efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the obligations of otherscoverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (c)keep in full force and effect its corporate existence and all rights and franchises relating or pertaining to its business and use commercially reasonable efforts to maintain in full force and effect the existence of, and from incurring any other contingent or fixed obligations or liabilities except those that are usual protect, all Company Intellectual Property; (d)use its reasonable efforts to keep its organization and normal properties intact in all material respects, including its present business operations, physical facilities, working conditions and 23 employees and its present relationships with lessors, licensors, suppliers and customers, and encourage employees to continue their employment with the Company, as applicable, after the Closing; (e)maintain the books, accounts and records of the Company in accordance with past custom and practice as used in the ordinary course preparation of business; c. Maintain its equipment the Financial Statements; (f)promptly (once the Company obtains Knowledge thereof) inform Buyer in writing of any breach of the representations and warranties contained in ARTICLE V hereof or any breach of any covenant hereunder by the Company; (g)comply with applicable legal requirements and material contractual obligations applicable to the operations and business of the Company in all material respects and pay all applicable Taxes when due and payable other assets than Taxes already being contested in good working condition and repair according to the standards that it maintained to faith on the date of this Agreement, subject only to ordinary wear which contests are set forth on Schedule 4.2(s); (h)cooperate with Buyer and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its use reasonable best efforts to keep intact cause the conditions to Buyer's obligation to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); (i)provide, and cause its business organizationAffiliates, to keep available its present officers, directors, employees, attorneys, accountants and other agents to provide, Buyer and employees its attorneys, accountants and other agents reasonable access during normal business hours to the Company's directors, officers, personnel, customers, suppliers, consultants, attorneys, accountants and facilities and to preserve business, operational, financial, legal, regulatory, tax, compensation and other data and information concerning the goodwill of all suppliers, customers Company and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business ; provided that Buyer shall not contact customers or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing suppliers of the termination or resignation Company without the prior consent of any key employee and the circumstances therefore; k. Pay all taxesCompany, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure which consent shall not be deemed to cure unreasonably withheld or delayed. Effective upon the Closing, the Confidentiality Agreement shall terminate without any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed further action on the date hereof, part of the parties hereto; and use its (j)use commercially reasonable efforts to prevent or promptly remedy have each [**] that did not execute [**] execute a [**] the same. m. The Company will not[**] arising under any and all agreements between such [**] and the Company, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating in form and substance reasonably acceptable to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingand Buyer.

Affirmative Covenants of the Company. (a) The Company hereby covenants with the Investor that between the date of this Agreement and the Closing, except as the Investor shall otherwise consent, at all times (i) require each person employed by the Company will do the following: a. Conduct its business only (as an employee or consultant) to execute a proprietary information confidentiality and nondisclosure agreement substantially in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability form attached hereto as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use Exhibit A; (ii) use its best efforts to keep intact preserve its business --------- organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects (iii) comply with all Laws applicable to Requirements of Law and with the conduct directions of any Governmental Authority having jurisdiction over the Company or its business or its properties or assets; j. Promptly upon its knowledge thereofproperty; (iv) keep proper books of record and account, advise in which full and correct entries shall be made of all financial transactions and the Investor in writing assets and business of the termination or resignation of any key employee Company in accordance with GAAP consistently applied and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it (v) allow TIC (or its incomedesignee) to visit and inspect any of the properties of the Company and its Subsidiaries, profits or assetsincluding its and their books of account (and to make copies and take abstracts therefrom), or otherwise required and to be paid by itdiscuss its and their affairs, nor fail to pay when due any liability or charge that iffinances and accounts with its and their officers and current and prior independent public accountants, unpaid, might become an Encumbrance upon any all at such Company's assetsreasonable times and as often as TIC may reasonably request; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representationthat, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on if the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger persons conducting an inspection of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any Subsidiaries are not directors of the foregoingCompany, then each such person shall execute the Company's standard confidentiality agreement in the form previously provided to TIC and its counsel (or in such other form as shall be reasonably acceptable to TIC). (b) The Company shall deliver to TIC copies (i) of all reports filed with the SEC pursuant to the Securities Act or the Exchange Act and (ii) all notices and other communications provided to the stockholders of the Company. (c) As soon as practicable after the Closing Date, the Company shall engage an international reputable executive search firm to commence the search for a chief executive officer for the Company. The job description and candidate profile for such search shall be as approved by a majority of the Board of Directors (including at least one (1) director designated by TIC). Unless otherwise agreed to by TIC, the candidate shall be a full-time U.S. resident with experience in operating a publicly traded, internationally active technology company, preferably from an industry related to the Company's business, and, as condition to such officer's employment, the Company shall require that such officer maintain a primary residence in the New York Metropolitan Area. (d) As soon as practicable after the Closing Date, the Company shall perform (or cause to be performed) a detailed analysis of stockholder, taxation, governmental and management issues in order to develop a proposal to revise its organizational structure. Management of the Company shall submit such proposal to the Board of Directors for approval, which shall require the affirmative vote of a majority of the Board of Directors (including at least one (1) director designated by TIC).

Affirmative Covenants of the Company. The Company hereby covenants with and agrees that, prior to the Investor that between the date of Effective Time, unless otherwise expressly contemplated by this Agreement and or on Schedule 5.01 to the Closing, except as the Investor shall otherwise consentDisclosure Schedule or consented to in writing by Parent, the Company will do the following: a. Conduct its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except will, (a) operate in the ordinary course of business and consistent with prior practices; b. Refrain from incurring past practices and use its best efforts to preserve the goodwill of the Company and of its employees, customers, suppliers, Governmental Entities and others having business dealings with the Company; (b) not engage in any contingent liability as a guarantor transaction outside the ordinary course of business, including, without limitation, making any material expenditure, investment, or otherwise with respect commitment or entering into any material agreement or arrangement obligating the Company to more than $50,000 through December 31, 1999; (c) maintain all insurance policies and all Company Permits (or obtain reasonable substitutes) that are required for the Company to carry on its business; (d) not take or permit any action that would cause the conditions on the obligations of othersthe parties to effect the transactions contemplated by this Agreement not to be fulfilled, including, without limitation, by taking or causing to be taken any action that would cause the representations and from incurring warranties made by the Company in this Agreement not to be true and correct; (e) not increase the compensation payable to or to become payable to any stockholder, director, or officer of the Company; (f) not grant any severance or termination pay (other than pursuant to the normal severance policy of the Company as in effect on December 31, 1998) to, or enter into or amend any employment or severance agreement with, any stockholder, director, officer, or employee of the Company; (g) not establish, adopt, or enter into any employee benefit plan or arrangement; (h) not amend in any respect, or take any other contingent actions with respect to, any of the Employee Plans or fixed any of the plans, programs, agreements, policies, or other arrangements described in Section 3.10; (i) not declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; (j) not redeem, purchase, or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or liabilities except those that are usual and normal exchangeable for any shares of its capital stock, or any options, warrants, or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (k) not effect any reorganization or re-capitalization; (l) not split, combine, or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (m) not issue, deliver, award, grant, or sell, or authorize or propose the issuance, delivery, award, grant, or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges, or other encumbrances) of, any shares of any class of its capital stock or other securities (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such shares or other securities, or any rights, warrants, or options to acquire any such shares or other securities; (n) not acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business; c. Maintain its equipment business and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreementconsistent with past practice); (o) not sell, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaringlease, setting aside or paying any dividend or making any other distribution in respect of capital stockexchange, or making any direct or indirect redemptionmortgage, purchase or other acquisition of its capital stock; f. Refrain from mergingpledge, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assetstransfer, or otherwise required dispose of, or agree to be paid by itsell, nor fail lease, exchange, mortgage, pledge, transfer, or otherwise dispose of, any of its material assets or any interest therein, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; (p) not adopt or propose to pay when due adopt any liability amendments to its articles of incorporation or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsbylaws or similar organizational documents; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (q) not (i) change any eventof its methods of accounting in effect at December 31, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision)1998, or make or rescind any express or deemed election relating to taxes; (ii) settle or compromise any eventclaim, occurrenceaction, transaction suit, litigation, proceeding, arbitration, investigation, audit, or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity controversy relating to the acquisition taxes; or merger of the Company or (iii) change any of its securities methods of reporting income or assets deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31, 1998, except, in each case, as may be required by Law or participate in generally accepted accounting principles; (r) not incur any discussions obligation for borrowed money or negotiations regardingpurchase money indebtedness, furnish to any other person any information with respect towhether or not evidenced by a note, bond, debenture, or otherwise cooperate in similar instrument; (s) enter into any way with, or assist or participate in, or facilitate or encourage transaction with any effort or attempt by any other person or entity to do or seek, any Affiliate of the foregoingCompany; and (s) to take all reasonable steps to cause to be fulfilled the conditions precedent to the Tyler Companies' obligations to consummate the transactions contemplated by this Agreement that are dependent on the actions of the Stockholders or the Company.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between For so long as this Agreement is in effect, Seller shall, from the date of this Agreement and to the Closing, except as the Investor shall specifically contemplated by this Agreement or as otherwise consentagreed to by Purchaser, cause the Company will do the followingto: a. Conduct (a) comply with all material contractual obligations applicable to it; (b) comply in all material respects with all laws, statutes and regulations applicable to it and the conduct of its business, including the timely payment of all taxes (except for those being contested in good faith); (c) maintain all of its assets in good repair, order and condition, reasonable wear and tear excepted, and maintain its insurance coverages in effect before the date hereof or obtain comparable insurance coverages from reputable insurers which, in respect to amounts, types and risks insured, are consistent with its coverages in effect before the date hereof; (d) promptly notify Purchaser upon obtaining knowledge of any default, event of default or condition which with the passage of time or giving of notice would constitute an additional default or event of default under any of the Company’s contractual obligations, which default, event of default or condition could reasonably be expected to have a Material Adverse Effect on the financial condition of the Company; (e) promptly notify Purchaser upon obtaining knowledge of any material pending or threatened litigation against the Company; (f) maintain and preserve intact its corporate existence, business only organization, assets, licenses, permits, authorizations, business opportunities and good will; (g) maintain its relationships with customers, regulators and suppliers; (h) maintain good accounting practices; (i) exercise prudent practices in connection with the operation of the facilities and use all commercially reasonable efforts consistent with past practice to maintain and to keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies, spare parts and inventories in quantities consistent with past practice; (j) use all commercially reasonable efforts to maintain in full force and effect insurance, performance bonds, guarantees and letters of credit to the extent consistent with the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practicespractice; b. Refrain from incurring (k) use all commercially reasonable efforts to maintain in full force and effect all existing permits pursuant to which the Company and its Subsidiaries operate and obtain timely any contingent liability as a guarantor additional permits or otherwise with respect renewals thereof to the obligations extent material to ongoing operations; and (l) promptly notify Purchaser upon Seller’s obtaining knowledge (i) of others, and from incurring any other contingent condition or fixed obligations event which constitutes a material breach of any of the covenants or liabilities except those that are usual and normal agreements set forth in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear specifying the nature and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect period of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach existence of any such representationcondition or event and what action the Company has taken, warranty, covenant, agreement is taking or provision), proposes to take with respect thereto or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal condition or offer from any person or entity relating to event which, in the acquisition or merger opinion of the Company or any of its securities or assets or participate in any discussions or negotiations regardingSeller, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingcould have a Material Adverse Effect.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between From and after the date of this Agreement and until the ClosingClosing or the earlier termination of this Agreement pursuant to Section 10.1 (the "Transition Period"), except as the Investor shall otherwise consentconsented to in writing by Parent and Acquisition Sub, the Company will do the followingshall: a. Conduct its business only in (a) conduct the operations of the Company (including the Subject Business) according to the ordinary and usual course of business consistent with past custom and practice (including the collection of receivables and refrain from changing or introducing any method the payment of management or operations except in the ordinary course of business payables) and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its use best efforts to keep preserve intact its business organization, to keep available its present officersthe services of officers and employees, agents and employees and to preserve the goodwill of all suppliers, maintain satisfactory relationships with customers and others having business relations relationships with itthem; h. Maintain true(b) maintain the assets of the Company in customary repair, correct order and complete books condition, maintain insurance reasonably comparable to that in effect on the Latest Company Balance Sheet Date, replace in accordance with past practice inoperable, worn out or obsolete assets with modern assets of accounts comparable quality and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date for which the Company is insured or the condemnation of any assets or properties, either repair or replace such assets or property or, if Parent and records relating Acquisition Sub agree, cause the Company to its businessretain such insurance or condemnation proceeds; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor (c) promptly inform Parent and Acquisition Sub in writing of any material variances from the termination or resignation of any key employee representations and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetswarranties contained in Section 4; and l. Promptly upon its knowledge thereof, advise the Investor in writing (d) permit representatives of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required Parent and Acquisition Sub to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating full access to the acquisition or merger Company's books, records, property, facilities, customers, suppliers, sales representatives, consultants, key employees and independent accountants in connection with Parent's and Acquisition Sub's due diligence review of the Company (it being understood that such investigation shall in no way affect or otherwise obviate or diminish any representations or warranties of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect tothe Company, or otherwise cooperate conditions to the obligations of Parent or Acquisition Sub, in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingeach case as set forth herein).

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between From and after the date of this Agreement and until the ClosingClosing or the earlier termination of this Agreement pursuant to Section 10.1 (the "Transition Period"), except as otherwise consented to in writing by the Investor Buyer, which consent shall otherwise consentnot be unreasonably withheld or delayed, Holding and the Company will do the followingshall: a. Conduct its business only in (a) conduct the operations of Holding and the Company according to the ordinary and usual course of business consistent with past custom and practice (including the collection of receivables, the payment of payables and refrain from changing or introducing any method the maintenance of management or operations except in the ordinary course of business supplies) and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its use commercially reasonable best efforts to keep preserve intact its their respective business organizationorganizations, to keep available its present officersthe services of their respective employees, agents and employees maintain satisfactory relationships with suppliers and to preserve the goodwill of all suppliers, customers and others having business relations with itcustomers; h. Maintain true(b) maintain the assets of Holding and the Company in customary repair, correct order and complete books condition, maintain insurance reasonably comparable to that in effect on the Latest Balance Sheet Date, replace in accordance with past practice inoperable, worn out or obsolete assets with modern assets of accounts and records relating comparable quality and, in the event of an immaterial casualty, loss or damage to its businessany of such assets or properties prior to the Closing Date for which the Company is insured or the condemnation of any assets or properties, either repair or replace such assets or property or, if the Buyer agrees, cause the Company to retain such insurance or condemnation proceeds; i. Comply in all respects with all Laws applicable to (c) promptly inform the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor Buyer in writing of any material variances from the termination or resignation of any key employee representations and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetswarranties contained in Section 4; and l. Promptly (d) permit representatives of the Buyer to have reasonable access to Holding's and the Company's books, records, properties, facilities, customers, suppliers, sales representatives, consultants, key employees and independent accountants in connection with the Buyer's due diligence review of Holding and the Company; PROVIDED, HOWEVER, that the Buyer and its representatives will only be allowed access to the Company's customers on an anonymous basis, with the customers to be interviewed to be agreed upon by the Buyer and the Company; and PROVIDED FURTHER, HOWEVER, that in no event will the Company be obligated to provide information to the Buyer or its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that representatives which would constitute a violation or breach of any representation, warranty, covenant, agreement applicable antitrust laws or provision contained in this Agreement regulations (provided, however, it being understood that any such disclosure investigation by the Buyer shall not be deemed to cure obviate or diminish any violation representation or breach warranty of any such representationHolding, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingShareholders.

Affirmative Covenants of the Company. From the date hereof until the date on which all Notes, or any successor, substitute, or replacement Notes, shall have been paid in full or converted pursuant to the terms herein and contained in the Notes, the following shall be true or the Company shall take, or permit or cause to be taken, each of the following actions, as applicable, unless otherwise provided by the prior written consent of Majority Purchasers, as defined below: (a) The Company hereby covenants shall maintain a standard system of accounts in accordance with generally accepted accounting principles consistently applied, and shall keep full and complete financial records, and shall file with the Investor that between XXXXX system of the Commission quarterly and year-to-date financial statements, and audited financial statements, within the statutorily required period pursuant to Rule 12b-2 of the Securities Exchange Act of 1934. (b) The Company shall at all times preserve and keep in full force and effect its corporate existence and licenses, authorizations, permits, rights, and franchises material to the business of the Company, and shall qualify to do business as a foreign corporation in all jurisdictions in which the nature of its activities and properties (both owned and leased) makes such qualification necessary. (c) The Company shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company or upon its respective income or profits, or upon any respective properties belonging to it, prior to the date of this Agreement on which penalties attach thereto, and the Closingall lawful claims that, except as the Investor shall otherwise consentif unpaid, might become a lien or charge upon any such properties, provided that the Company will do shall not be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith and by proper proceedings if the Company shall have set aside on its books adequate reserves with respect thereto. (d) The Company shall comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority. (e) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, a number of shares sufficient to allow the conversion in full of all of the Notes. The Company shall take all such actions as may be necessary to assure that all the Securities may be issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such Securities may be listed (except for official notice of issuance which shall be immediately transmitted by the Company upon issuance). (f) The Company shall as promptly as practicable under the circumstances, but in any event within three days, give notice to each Purchaser after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: a. Conduct its business only : (i) any Event of Default (as defined in the ordinary course Notes); (ii) any other event of business consistent with past practice and refrain from changing non-compliance by the Company under this Agreement; or introducing (iii) the institution of an action, suit, or proceeding against the Company before any method court, administrative agency, or arbitrator including, without limitation, any action of management a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, properties, financial condition, or results of operations except in of the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability Company, taken as a guarantor whole, whether or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal not arising in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoing.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and Prior to the Closing, except as the Investor shall otherwise consent, the Company will do the followingshall: a. Conduct (a) conduct its business and its operations only in the ordinary course of business consistent with past custom and practice and refrain from changing or introducing any method (“Ordinary Course of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise Business”), including with respect to maintenance of working capital balances, collection of accounts receivable, payment of employee compensation, payment of accounts payable and cash management practices generally; (b) use its reasonable efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the obligations of otherscoverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (c) keep in full force and effect its corporate existence and all rights and franchises relating or pertaining to its business and use commercially reasonable efforts to maintain in full force and effect the existence of, and from incurring any other contingent or fixed obligations or liabilities except those that are usual protect, all Company Intellectual Property; (d) use its reasonable efforts to keep its organization and normal properties intact in all material respects, including its present business operations, physical facilities, working conditions and employees and its present relationships with lessors, licensors, suppliers and customers, and encourage employees to continue their employment with the Company, as applicable, after the Closing; (e) maintain the books, accounts and records of the Company in accordance with past custom and practice as used in the ordinary course preparation of businessthe Financial Statements; c. Maintain its equipment (f) promptly (once the Company obtains Knowledge thereof) inform Buyer in writing of any breach of the representations and warranties contained in ARTICLE V hereof or any breach of any covenant hereunder by the Company; (g) comply with applicable legal requirements and material contractual obligations applicable to the operations and business of the Company in all material respects and pay all applicable Taxes when due and payable other assets than Taxes already being contested in good working condition and repair according to the standards that it maintained to faith on the date of this Agreement, subject only to ordinary wear and tearwhich contests are set forth on Schedule 4.2(s); d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its (h) cooperate with Buyer and use reasonable best efforts to keep intact cause the conditions to Buyer’s obligation to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); (i) provide, and cause its business organizationAffiliates, to keep available its present officers, directors, employees, attorneys, accountants and other agents to provide, Buyer and employees its attorneys, accountants and other agents reasonable access during normal business hours to the Company’s directors, officers, personnel, customers, suppliers, consultants, attorneys, accountants and facilities and to preserve business, operational, financial, legal, regulatory, tax, compensation and other data and information concerning the goodwill of all suppliers, customers Company and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business ; provided that Buyer shall not contact customers or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing suppliers of the termination Company without the prior consent of the Company, which consent shall not be unreasonably withheld or resignation delayed. Effective upon the Closing, the Confidentiality Agreement shall terminate without any further action on the part of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsparties hereto; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (ij) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer have each PSLC researcher that did not execute an IP Assignment execute a present assignment from any person or entity relating such PSLC Researcher to the acquisition or merger Company of all Intellectual Property rights arising under any and all agreements between such PSLC Researcher and the Company, in form and substance reasonably acceptable to the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingand Buyer.

Affirmative Covenants of the Company. The Company and the Stockholders hereby covenants with covenant and agree that, prior to the Investor that between the date of Effective Time, unless otherwise expressly contemplated by this Agreement and the Closing, except as the Investor shall otherwise consentor consented to in writing by Acquiror, the Company will do the following:shall (and shall cause its subsidiaries to) a. Conduct (a) operate its business only in the usual and ordinary course of business consistent with past practice practices and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent accordance with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep applicable Laws; (b) preserve substantially intact its business organization, maintain its rights and franchises, use its best efforts to keep available retain the services of its present officers, agents respective principal officers and key employees and to preserve the goodwill of all maintain its relationship with its respective suppliers, contractors, distributors, customers and others having business relations relationships with it; h. Maintain true, correct ; (c) maintain and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or keep its properties or assets; j. Promptly upon its knowledge thereofand assets in as good repair and condition as at present, advise the Investor ordinary wear and tear excepted; and (d) keep in writing full force and effect insurance comparable in amount and scope of the termination or resignation coverage to that currently maintained. The Company shall notify Acquiror promptly of any key employee and material adverse change in the circumstances therefore; k. Pay all taxesbusiness, assessmentsoperations, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any eventprospects, condition (financial or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provisionotherwise), Assets or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger liabilities of the Company or any Subsidiary, including, without limitation, information (including, without limitation, copies of all documents relating thereto) concerning all claims instituted, threatened or asserted against or affecting the Company or any Subsidiary or its securities business or assets Assets at law or participate in equity, before or by any discussions court or negotiations regarding, furnish to governmental authority. The Company also shall notify Acquiror promptly in writing of the occurrence of any other person any information with respect toevent, or otherwise cooperate the failure of any event to occur, prior to the Closing that results in any way witha material omission from, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seekmaterial breach of, any of the foregoingcovenants, representations or warranties made by or on behalf of the Company or the Stockholders in this Agreement or the Disclosure Schedule. The Company and its Subsidiaries shall keep proper books of record and account in which true and complete entries will be made of all transactions in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, and shall supply to Acquiror such documents (financial or otherwise) with respect thereto as Acquiror shall reasonably request. The Company shall inform and discuss with Acquiror on a regular and ongoing basis the management of the business and Assets of the Company and its Subsidiaries, including, without limitation, (i) any significant new agreements or transactions proposed to be entered into, (ii) persons proposed to be employed or terminated by the Company or any Subsidiary outside of the ordinary course of business, and (iii) any other significant developments relating to the business or Assets of the Company or any Subsidiary.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and Prior to the Closing, unless the Investors otherwise agree in writing and except as the Investor shall otherwise consentexpressly contemplated by this Agreement, the Company will do and each of its Subsidiaries shall, and in the followingcase of Sections 3.1(f), (g), (h) and (l) the Stockholder also shall: a. Conduct (a) conduct its business and operations, including, without limitation, its cash management customs and practices (including, without limitation, the collection of receivables, payment of payables and incurrence of capital expenditures) only in the usual and ordinary course of business consistent with past practice custom and refrain from changing practice; (b) keep in full force and effect its corporate existence and all rights, franchises and intellectual property relating or introducing pertaining to its business and use its reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be canceled or terminated or any method of management or operations except the coverage thereunder to lapse; (c) use its reasonable commercial efforts to carry on the business of the Company and of each of its Subsidiaries in the ordinary course of business same manner as presently conducted and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to keep the obligations of others, Company's and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition each of its capital stock; f. Refrain from mergingSubsidiaries' business organization and properties intact, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available including its present officersbusiness operations, agents physical facilities, working conditions and employees and to preserve the goodwill of all suppliersits present relationships with lessors, licensors, suppliers and customers and others having business relations with it; h. Maintain true(d) maintain the material assets of the Company and each of its Subsidiaries in good repair, correct order and complete books condition (normal wear and tear excepted) consistent with current needs, replace in accordance with prudent practices its inoperable, worn out or obsolete assets with assets of good quality consistent with prudent practices and current needs and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date, either repair or replace such damaged property or use the proceeds of such insurance in such other manner as mutually agreed upon by the Stockholder and the Investors; (e) encourage key employees to continue their employment with the Company and its Subsidiaries after the Closing; (f) maintain the books, accounts and records relating to of the Company and each of its businessSubsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements; i. Comply in all respects with all Laws applicable to (g) inform (once the conduct of its business Company or its properties or assets; j. Promptly upon its the Stockholder obtains knowledge thereof, advise ) the Investor Investors in writing of any variances from the termination representations and warranties contained in Article V or resignation Article VI hereof or any breach of any key employee covenant hereunder by the Company or the Stockholder; (h) cooperate with the Investors and use reasonable commercial efforts to cause the conditions to the Investors' obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the circumstances thereforemaking and obtaining of all material third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); k. Pay (i) maintain the existence of and use reasonable commercial efforts to protect all taxesProprietary Rights used in the business of the Company and each of its Subsidiaries; (j) maintain the existence of and use reasonable commercial efforts to protect all of the governmental permits, assessmentslicenses, governmental charges approvals and other authorizations of the business of the Company and each of its Subsidiaries; (k) comply with all applicable laws, ordinances, and regulations in the operation of the business of the Company and each of its Subsidiaries; (l) cooperate with the Investors in the Investors' investigation of the business and properties of the Company and each of its Subsidiaries, and permit the Investors and their employees, agents, accounting, legal and other authorized representatives to (i) have full access to the premises, books and records of the Company and each of its Subsidiaries at reasonable hours, (ii) visit and inspect any of the properties of the Company and each of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company and each of its Subsidiaries with the directors, officers, partners, key employees, key customers, key sales representatives, key suppliers and independent accountants of the Company and each of its Subsidiaries; in each case after reasonable arrangements for same have been made through the Stockholder's General Counsel or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsChief Financial Officer; and l. Promptly upon (m) use its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring reasonable commercial efforts to obtain landlord consents and estoppel certificates from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, Company's and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate Subsidiaries' landlords in any discussions or negotiations regarding, furnish form and substance satisfactory to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingGTCR.

Affirmative Covenants of the Company. The During the Pre-Closing Period, except as set forth on Schedule 4.1 hereto, unless the Buyer otherwise agrees in writing, or as otherwise expressly provided for by this Agreement or any Ancillary Agreement, the Company hereby covenants shall and shall cause each of its Subsidiaries to: (a) operate only in the Ordinary Course of Business, other than the payment of any Indebtedness or the incurrence of Permitted Indebtedness or the payment of any Asset Purchase Fees; (b) use commercially reasonable efforts to maintain its books, accounts and records, pay expenses and payables, including any applicable Taxes, xxxx customers, collect receivables, purchase inventory and equipment, perform all maintenance and repairs necessary to maintain its facilities and equipment, taken as a whole, in good operating condition (normal wear and tear excepted), maintain the insurance policies it currently has in place and otherwise conduct its business, in each case in the Ordinary Course of Business; (c) use commercially reasonable efforts to preserve intact its corporate existence and business organization and goodwill and current business relationships with all material customers, suppliers and others having significant business relationships with the Investor that between Company and its Subsidiaries, to the date of this Agreement extent such relationships are beneficial to the Company and its Subsidiaries and their respective businesses, and, except as otherwise requested in writing by the Buyer, use commercially reasonable efforts to encourage the Company’s and its Subsidiaries’ officers, directors and other employees to continue their employment through and after the Closing, in each case except as to the Investor shall otherwise consentextent such business relationships and employment terminate or lapse in the Ordinary Course of Business; (d) (i) comply in all material respects with all Laws and Contracts applicable to its operations and business and (ii) maintain all material existing licenses and permits, including Communications Permits, applicable to its operations and business; (e) subject to applicable Law and the Clean Team Agreement between the Buyer and the Company will do dated December 21, 2017, including Law governing the following: a. Conduct exchange of competitively sensitive information, permit, and cause its business only officers, directors and agents (including attorneys (subject to attorney-client privilege, which shall not be waived or violated) and accountants) and employees who know of the transaction contemplated hereby and who have signed a confidentiality agreement, to permit the Buyer and its Affiliates and representatives to have access to the Company’s corporate records, Tax Returns, sales records, employee records and products materials (including but not limited to invoices, Contracts, leases, personnel, facilities, equipment, and financial information), as well as access to the Company’s officers, management, key employees and mutually agreed upon partners, suppliers and customers, wherever located; provided, that any such access shall be furnished upon reasonable prior notice to the Company or applicable Subsidiary; and provided further that no information or knowledge obtained in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor investigation pursuant to this Section 4.1(e) or otherwise with respect shall affect or be deemed to modify or qualify any representation or warranty of the Company or the conditions to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according parties to consummate the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee Closing and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsother Transactions; and l. Promptly upon its knowledge thereof, advise the Investor (f) maintain in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, full force and use its commercially reasonable efforts to prevent or promptly remedy the sameeffect all Company Owned Intellectual Property and all material Company Licensed Intellectual Property. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of the Company or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoing.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and AND EACH SELLER. Prior to the Closing, except as unless the Investor Purchaser otherwise agrees in writing, each Seller shall otherwise consent, cause the Company will do to, and in the followingcase of Sections 4.1(f), 4.1(g), 4.1(h) and 4.1 (i) each Seller also shall: a. Conduct (a) conduct its business and operations only in the ordinary course Ordinary Course of business consistent with past practice Business; (b) keep in full force and refrain from changing effect its corporate existence and all rights, franchises and intellectual property relating or introducing any method of management or operations except in the ordinary course of pertaining to its business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use use its best efforts to keep intact cause its current insurance (or reinsurance) policies not to be canceled or terminated or any of the coverage thereunder to lapse; (c) use its reasonable efforts to carry on the business organization, of the Company in the same manner as presently conducted and to keep available the Company's business organization and properties intact, including its present officersbusiness operations, agents physical facilities, working conditions and employees and to preserve the goodwill of all suppliersits present relationships with lessors, licensors, suppliers and customers and others having business relations with it; h. Maintain true(d) maintain the material assets of the Company in the condition they are in upon the full execution of this Agreement; (e) maintain the books, correct and complete books of accounts and records relating to its businessof the Company in accordance with past custom and practice as used in the preparation of the Financial Statements; i. Comply in all respects (f) encourage employees to continue their employment with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise Company after the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsClosing; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, the Purchaser acknowledges that the Sellers are not guaranteeing such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or continued employment after Closing; (iig) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of (once the Company or any Seller obtains Knowledge thereof) inform the Purchaser in writing of any variances from the representations and warranties contained in Article V or Article VI hereof or any breach of any covenant hereunder by the Company or any Seller; (h) cooperate with the Purchaser and use best efforts to cause the conditions to the Purchaser's obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); and (i) cooperate with the Purchaser in the Purchaser's investigation of the business and properties of the Company, to permit the Purchaser and its securities or assets or participate in any discussions or negotiations regardingemployees, furnish agents, accounting, legal and other authorized representatives to any other person any information with respect to(i) have full access to the premises, or otherwise cooperate in any way withbooks and records of the Company at reasonable hours, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, (ii) visit and inspect any of the foregoingproperties of the Company, and (iii) discuss the affairs, finances and accounts of the Company with the directors, officers, partners, key employees, key customers, key sales representatives, key suppliers and independent accountants of the Company. In addition, at or prior to the Closing, the Sellers agree to purchase from the Company that certain vehicle located in Florida for a cash purchase price equal to the book value of such vehicle.

Affirmative Covenants of the Company. The Company hereby covenants with Except as otherwise contemplated by this Agreement or by the Investor that Internal Reorganization, between the date of this Agreement hereof and the Closing, except as unless the Investor shall Purchaser otherwise consentagrees in writing, the Company will do the followingExisting Stockholder shall cause each TH Entity which is not a TH JV and shall use its reasonable best efforts as permitted under applicable management agreements and stock transfer restriction agreements to cause each Related Professional Corporation and TH JV to: a. Conduct its business (a) conduct each Acquired Company's businesses and operations only in the ordinary course Ordinary Course of business consistent with past practice and refrain from changing or introducing any method of management or operations except Business, including, without limitation, paying accounts payable in the ordinary course Ordinary Course of business and consistent with prior practicesBusiness including, without limitation, running weekly check runs; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, (b) keep in full force and from incurring any other contingent or fixed obligations or liabilities except those that are usual effect each Acquired Company's corporate existence and normal in the ordinary course of business; c. Maintain use its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its reasonable best efforts to keep intact cause its current insurance (or reinsurance) policies (including, without limitation, those relating to malpractice claims) not to be canceled or terminated or any of the coverage thereunder to lapse; (c) manage each Acquired Company's malpractice claims in the Ordinary Course of Business and not materially alter the Acquired Companies' malpractice claims program; (d) use their reasonable best efforts to carry on the business organization, of each Acquired Company in the same manner as presently conducted and to keep available each Acquired Company's business organization and properties intact, including its present officersbusiness operations, agents physical facilities, working conditions, and employees and to preserve the goodwill of all including each Acquired Company's present relationships with lessors, licensors, suppliers, customers customers, and others having business relations with iteach such Acquired Company, respectively; h. Maintain true(e) maintain the Real Property and other material assets of each Acquired Company in good repair, correct order, and complete books condition (normal wear and tear excepted) consistent with current needs and replace in accordance with prudent practices each Acquired Company's inoperable, worn out, or obsolete material assets with assets of accounts comparable quality consistent with the Ordinary Course of Business; (f) maintain the books, accounts, and records relating to its businessof each Acquired Company in accordance with GAAP, consistent with the custom and practice as used in the preparation of the Financial Statements; i. Comply in all respects with all Laws applicable to (g) promptly (once the conduct of its business or its properties or assets; j. Promptly upon its Parent obtains knowledge thereof, advise ) inform the Investor Purchaser in writing of any material breaches from the termination representations and warranties contained in Article V or resignation any material breach of any key employee covenant hereunder by the Company, the Existing Stockholder or the Parent; (h) cooperate with the Purchaser and use reasonable best efforts to cause the conditions to the Purchaser's obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the circumstances thereforemaking and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases, and terminations); k. Pay all taxes(i) permit the Purchaser to conduct a reasonable due diligence investigation concerning the financial capability, assessmentsresources and condition and creditworthiness of the Parent; (j) cooperate with the Purchaser in the Purchaser's investigation of the business and properties of the Acquired Companies, governmental charges to permit the Purchaser and its employees, agents, accounting, legal, and other authorized representatives to (i) have full access to the premises, books, and records of each Acquired Company at reasonable hours, (ii) visit and inspect any of the properties of each Acquired Company, and (iii) discuss the affairs, finances, and accounts of each Acquired Company with the directors, officers, partners, key employees, key customers, key sales representatives, key suppliers, and independent accountants of such Acquired Company, respectively; (k) with respect to any officer or levies imposed upon it employee of any of the Acquired Companies, if such individual is also an officer, director or shareholder of any professional corporation (other than a Related Professional Corporation) which is party to a management agreement with the Parent or any of its incomeAffiliates, profits accommodate such officers' or assetsdirectors' resignations from such position(s) with, or otherwise required to be paid by itand facilitate the transfer of such shareholders' shares of, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsprofessional corporation; and l. Promptly upon its knowledge thereof, advise (l) at the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger direction of the Purchaser, pay the non-refundable advance deposit of $500,000 contemplated by the medical malpractice Proposal of Insurance (the "Farmers Policy") attached hereto as Exhibit J. All information concerning the Parent, the Existing Stockholder or any Acquired Company furnished or provided by the Parent, the Existing Stockholder or any Acquired Company or any of their representatives to the Purchaser or its securities representatives (whether furnished before or assets or participate in any discussions or negotiations regarding, furnish after the date of this Agreement) shall be held subject to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt the confidentiality agreement previously executed by any other person or entity to do or seek, any of and between the foregoingParent and the Purchaser (the "Confidentiality Agreement").

Affirmative Covenants of the Company. The For so long as this Agreement is in effect, the Company hereby covenants shall, except as specifically contemplated by this Agreement: (a) operate and conduct its business in the ordinary course; (b) use all reasonable efforts to preserve intact its corporate existence, business organization, assets, licenses, permits, authorizations, Governmental Authorizations, Environmental Permits and business opportunities and retain the services of its present officers, employees and agents; (c) comply with all contractual obligations applicable to its operations; (d) maintain all of is assets in good repair, order and condition, reasonable wear and tear excepted, and maintain the insurance coverages described in Schedule 2.18 or obtain comparable insurance coverages from reputable insurers which, in respect to amounts, types and risks insured, are consistent with the Investor existing insurance coverages; (e) in good faith and in a timely manner (i) cooperate with Purchaser in satisfying the conditions in this Agreement, (ii) obtain as promptly as possible all consents, approvals, authorizations and rulings, whether regulatory, corporate or otherwise, as are necessary for Purchaser, Newco and the Company (or any of them) to carry out and consummate the transactions contemplated by this Agreement and continue the business of the Company, (iii) furnish information concerning the Company not previously provided to Purchaser required for inclusion in any filings or applications that may be necessary in that regard and (iv) perform all acts and execute and deliver all documents necessary to cause the transactions contemplated by this Agreement to be con summated at the earliest possible date; (f) comply in all material respects with all Legal Requirements applicable to it and the conduct of its business; (g) promptly notify Purchaser upon obtaining knowledge of any additional default, event of default or condition which with the passage of time or giving of notice would constitute an additional default or event of default under any of the Company Loan Documents or Contracts and promptly notify and provide copies to Purchaser of any material written communications concerning such default; (h) between the date of this Agreement and the Closing, except as promptly give written notice to Purchaser upon obtaining knowledge of any event or fact that would cause any of the Investor shall otherwise consent, representations or warranties of the Company will do the following: a. Conduct its business only contained in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management referred to in this Agreement to be untrue or operations except in the ordinary course of business and consistent with prior practicesmisleading; b. Refrain from incurring any contingent liability (i) deliver to Purchaser a list (Schedule 4.1(i)), dated as a guarantor of the Closing Date, showing: (i) the name of each bank or otherwise with respect to institution where the obligations of othersCompany has accounts or safe deposit boxes, (ii) the name(s) in which such accounts or boxes are held, and from incurring any other contingent (iii) the name of each Person authorized to draw thereon or fixed obligations or liabilities except those that are usual and normal in the ordinary course of businesshave access thereto; c. Maintain its equipment and other assets (j) promptly notify Purchaser of any material change or inaccuracies in good working condition and repair according any data previously given or made available to the standards that it maintained Purchaser pursuant to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from (k) (without making or increasing any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best commitment which would be binding on the Company) use all reasonable efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all of, and its good relationships with, its suppliers, customers customers, landlords and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise (l) expeditiously cause the Investor in writing administrator of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger each of the Company Company's Benefit Plans to provide Purchaser with all information that Purchaser deems necessary or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information advisable with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingsuch Benefit Plans.

Affirmative Covenants of the Company. The Company hereby covenants with Until all of the Investor that between the date of this Agreement Company’s obligations hereunder and the ClosingNote are paid and performed in full, except as or within the Investor shall otherwise consenttimeframes set forth below, the Company will do shall comply with the followingfollowing affirmative covenants: a. Conduct (i) The Company will maintain and preserve in full force and effect its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability existence as a guarantor or otherwise corporation and comply with respect to all reporting requirements of Rule 144, the obligations of othersSecurities Act, and from incurring any other contingent or fixed obligations or liabilities except those that are usual the Exchange Act. (ii) The Company shall comply in all material respects with all laws and normal in the ordinary course of regulations applicable to its business;. c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to (iii) Within four business days following the date of this Agreement, subject only the Company shall file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Note, the Warrant and the Transaction Documents in the form required by the Exchange Act and attaching the material transaction documents as exhibits to ordinary wear such filing. (iv) The Company shall execute such documents and tear; d. Refrain from making perform such further acts (including, without limitation, obtaining any change consents, exemptions, authorizations or incurring other actions by, or giving any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stocknotices to, or making any direct filings with, any governmental entity or indirect redemptionany other person) as may be reasonably required by the Investor or desirable to carry out or to perform the provisions of this Agreement or the Transaction Documents. (v) The Company shall take all action reasonably necessary to at all times have authorized, purchase or other acquisition and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note and exercise of the Warrant (the “Share Reserve”). If at any time the Share Reserve is insufficient to effect the full conversion of the Note and/or the full exercise of the Warrant, the Company shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within thirty days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its capital stock;shares in favor of increasing the number of authorized shares of Common Stock. f. Refrain from merging(vi) The Company shall promptly and in a timely fashion perform and honor all demands, consolidating notices, requests and obligations that exist or reorganizing with, may arise under this Agreement or acquiring, any entity;the other Transaction Documents. g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable (vii) The Company shall furnish to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise Investor so long as the Investor in writing owns shares of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxesCommon Stock, assessmentspromptly upon request, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) if not available on the SEC’s EXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. (viii) The Company’s Common Stock shall be listed or quoted for trading on any eventof (a) the American Stock Exchange, condition (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or circumstance occurring (e) the Nasdaq OTC Bulletin Board. The Company shall promptly secure the listing of all of the Securities upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all securities from time to time issuable under the date hereof until terms of the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement Transaction Documents. (provided, however, that such disclosure ix) The Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination. (x) The Company agrees to permit the Investor to participate in registrations of the Company’s securities for the Company’s own account (i.e., piggyback registrations) (which registration may include shares registered for the benefit of others in addition to those registered for the Company’s own account) and the shares of Common Stock issuable upon conversion of the Note or exercise of the Warrant shall be deemed “registrable securities” or otherwise entitled to cure piggyback registration rights. If at any violation or breach time prior to (i) the repayment in full of any such representation, warranty, covenant, agreement or provision)the Note, or (ii) the Expiration Date (as defined in the Warrant) of the Warrant, the Company files any eventregistration statement under the Securities Act covering the offer and sale of the Company’s securities, occurrencethe Company shall give written notice to the Investor at least sixty (60) days prior to the declaration of effectiveness of such registration statement by the SEC and shall offer, transaction in such written notice, to include in such registration (and any related qualifications including compliance with applicable state securities laws) and in any underwriting involved therein, the Company’s securities issued to the Investor upon conversion of the Note or other item that would have been or required exercise of the Warrant. To the extent the registration involves an underwriting, the Company shall so advise the Investor and the Investor’s right to have been disclosed on any Schedule, delivered hereunder, had participate in such event, occurrence, transaction or item existed on registration shall be conditioned upon the date hereof, Investor’s participation in the underwriting and use its commercially reasonable efforts to prevent or promptly remedy inclusion of securities in the sameunderwriting. m. The Company will not(xi) In the event the Company, directly or indirectlyin violation of the covenants contained herein, through ever ceases to be a reporting company for purposes of the Exchange Act for any officerperiod of time, directorthen the Company, affiliate, agent or otherwise, solicit, initiate or encourage submission for so long as Rule 144 of any proposal or offer from any person or entity relating the Securities Act is not available to the acquisition or merger of the Company or Investor as an exemption from registration, shall cause any of its securities or assets or participate shareholders who at such time are in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any possession of Common Stock tradable under Section 3(a)(10) of the foregoingSecurities Act (“3(a)(10) Shares”) to cease to sell such such 3(a)(10) Shares. (xii) The foregoing affirmative covenants and agreements shall survive the Closings.

Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and AND EACH SELLER. Prior ---------------------------------------------------- to the Closing, except as unless the Investor Purchaser otherwise agrees in writing, each Seller shall otherwise consent, cause the Company will do to, and in the followingcase of Sections 4.1(f), (g), (h) and (i) each Seller also shall: a. Conduct (a) conduct its business and operations only in the ordinary course Ordinary Course of business consistent with past practice Business; (b) keep in full force and refrain from changing effect its corporate existence and all rights, franchises and intellectual property relating or introducing any method of management or operations except in the ordinary course of pertaining to its business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use use its best efforts to keep intact cause its current insurance (or reinsurance) policies not to be canceled or terminated or any of the coverage thereunder to lapse; (c) use its best efforts to carry on the business organizationof the Company in the same manner as presently conducted, including paying all accounts payable, purchasing inventory, collecting all accounts receivable and making capital expenditures in the Ordinary Course of Business, and to keep available the Company's business organization and properties intact, including its present officersassets, agents business operations, physical facilities, working conditions and employees and to preserve the goodwill of all suppliersits present relationships with lessors, licensors, suppliers and customers and others having business relations with it; h. Maintain true(d) maintain the material assets of the Company in good repair, correct order and complete books condition (normal wear and tear excepted) consistent with current needs, replace in accordance with prudent practices its inoperable, worn out or obsolete assets with assets of good quality consistent with prudent practices and current needs and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date, whether or not the Company is insured, either repair or replace such damaged property or use the proceeds of such insurance in such other manner as mutually agreed upon by a Representative and the Purchaser; (e) maintain the books, accounts and records relating to its businessof the Company in accordance with past custom and practice as used in the preparation of the Financial Statements; i. Comply in all respects (f) encourage employees to continue their employment with all Laws applicable to the conduct of its business or its properties or assetsCompany after the Closing; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (ig) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement promptly (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating to the acquisition or merger of once the Company or any Seller obtains knowledge thereof) inform Purchaser in writing of any variances from the representations and warranties contained in Article V or Article VI hereof or any breach of any covenant hereunder by the Company or any Seller; (h) cooperate with the Purchaser and use best efforts to cause the conditions to the Purchaser's obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); and (i) cooperate with the Purchaser in the Purchaser's investigation of the business and properties of the Company, to permit the Purchaser and its securities or assets or participate in any discussions or negotiations regardingemployees, furnish agents, accounting, legal and other authorized representatives to any other person any information with respect to(i) have full access to the premises, or otherwise cooperate in any way withbooks and records of the Company at reasonable hours, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, (ii) visit and inspect any of the foregoingproperties of the Company, and (iii) discuss the affairs, finances and accounts of the Company with the directors, officers, partners, key employees, key customers, key sales representatives, key suppliers and independent accountants of the Company. (j) cause the Company's liabilities and obligations (whether accrued, absolute or contingent, and whether due or to become due, including without limitation, all accounts payable, accrued expenses, income taxes and Indebtedness), as of the Closing Date (i.e., as opposed to the Effective Date), to not be in excess of $3,000,000.

Affirmative Covenants of the Company. The Company hereby covenants with During the Investor that between the date of this Agreement and the Closing, except as the Investor shall otherwise consentCovenant Period, the Company will do the followingshall, and shall cause each of its Subsidiaries to,: a. Conduct (a) use its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its commercially reasonable best efforts to promptly satisfy all of the conditions to Closing specified in Section 7.1 above; (A) do or cause to be done all things necessary to preserve and keep intact in full force and effect its corporate existence and its rights and franchises; (B) continue to conduct its business organizationsubstantially as now conducted and, to keep available its present officersat all times, agents in accordance with good business practices; and employees (C) at all times maintain, preserve and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply protect in all material respects with all Laws applicable to of its assets and properties used or useful in the conduct of its business in good working order and condition (reasonable wear and tear excepted), including all of its core Intellectual Property Rights. Nothing in this Section 8.10(b) imposes any obligation on the Company or any Subsidiary to apply to register Intellectual Property Rights, to prosecute applications to register Intellectual Property Rights or to continue to maintain the registration of Registered Intellectual Property, except for the obligation of the Company and its Subsidiaries to maintain the registration of Registered Intellectual Property that is part of its core Intellectual Property Rights. It may choose to abandon any application or registration that does not consist of its core Intellectual Property Rights in its discretion. (c) maintain its books, accounts and records as required to permit the preparation of financial statements in accordance with GAAP; (d) duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its properties (real and personal), sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid could reasonably be expected to by law become a Lien on any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if (x) the validity or amount thereof shall currently be contested in good faith by appropriate proceedings promptly instituted and diligently conducted, (y) the Company or any Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP; and (z) the non-payment of such taxes, assessments, charges, levies or claims that will not have a Material Adverse Effect and will not result in the forfeiture of any of its assets; and provided, further that it pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor; j. Promptly upon (e) give notice to the Investor in writing within thirty (30) days of becoming aware of any litigation or Proceedings threatened in writing against the Company or any of its knowledge thereofSubsidiaries or any pending litigation and Proceedings affecting the Company or any of its Subsidiaries or to which any of them is or becomes a party involving a claim against any of them that could reasonably be expected to result in a Material Adverse Effect, advise stating the nature and status of such litigation or Proceedings; (f) promptly notify the Investor in writing of the termination or resignation occurrence of any key employee and Event of Default (as defined in the circumstances thereforeNote); k. Pay (g) comply in all taxesmaterial respects with (i) the applicable laws and regulations wherever its business is conducted, assessmentsincluding all Environmental Laws, governmental charges or levies imposed upon it or (ii) the provisions of its incomeOrganizational Documents, profits or assets(iii) all Material Contracts the failure of which to comply would result in a Material Adverse Effect and (iv) all material decrees, or otherwise required to be paid by itorders, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assetsand judgments; and l. Promptly upon its knowledge thereof, advise (h) give notice to the Investor in writing of within ten (i10) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach days of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (ii) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity relating change to the acquisition Company’s jurisdiction of organization or merger of the Company legal name or any of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingorganization.

Affirmative Covenants of the Company. The Company hereby covenants with acknowledges that the Investor that between parties to the date of this Agreement and Facility Documents are entering into the Closing, except as transactions contemplated by the Investor shall otherwise consent, Facility Documents in reliance upon the Company will do the following: a. Conduct its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; b. Refrain from incurring any contingent liability Company's identity as a guarantor or otherwise with respect to legal entity separate from the obligations of others, Seller and from incurring any other contingent or fixed obligations or liabilities except those that are usual its Affiliates. From and normal in the ordinary course of business; c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear; d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock; e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock; f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity; g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it; h. Maintain true, correct and complete books of accounts and records relating to its business; i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets; j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore; k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from after the date hereof until the Closing that would constitute a violation or breach of final Series Termination Date under any representationIndenture Supplement, warranty, covenant, agreement or provision contained the Company will take such actions as shall be required in this Agreement order that: (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (iia) any event, occurrence, transaction or other item that would have been or required to have been disclosed on any Schedule, delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and use its commercially reasonable efforts to prevent or promptly remedy the same. m. The Company will not, directly or indirectly, through any officer, director, affiliate, agent or otherwise, solicit, initiate or encourage submission conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation; (b) The Company will maintain corporate records and books of account separate from those of the Seller and its Affiliates and telephone numbers and stationery that are separate and distinct from those of the Seller and its Affiliates; (c) The Company's assets will be maintained in a manner that facilitates their identification and segregation from those of any proposal of the Seller and its Affiliates; (d) The Company will observe corporate formalities in its dealings with the public and with the Seller and its Affiliates and, except as contemplated by the Facility Documents, funds or offer from any person or entity relating to the acquisition or merger other assets of the Company or any will not be commingled with those of its securities or assets or participate in any discussions or negotiations regarding, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any other person or entity to do or seek, any of the foregoingSeller and its Affiliates. The Company will at all times, in its dealings with the public and with the Seller and its Affiliates, hold itself out and conduct itself as a legal entity separate and distinct from the Seller and its Affiliates. The Company will not maintain joint bank accounts or other depository accounts to which the Seller and its Affiliates (other than the Master Servicer) has independent access; (e) The duly elected board of directors of the Company and duly appointed officers of the Company will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Company; (f) Not less than one member of the Company's board of directors will be an Independent Director. The Company will observe those provisions in its limited liability company agreement that provide that the Company's board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Company unless the Independent Director and all other members of the Company's board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (g) The Company will compensate each of its employees, consultants and agents from the Company's own funds for services provided to the Company; and (h) Except as contemplated by the Facility Documents, the Company will not hold itself out to be responsible for the debts of the Seller and its Affiliates.