Common use of Conduct of Business of Company Pending the Merger Clause in Contracts

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees that, during the period from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted by this Agreement, the businesses of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its Subsidiaries, to keep available the services of its key present officers and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) By way of amplification and not limitation (except as provided herein), from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the following: (i) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws or equivalent organizational documents; (ii) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (A) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“Company ESPP”), (B) the issuance of shares of Company Common Stock pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company; (iii) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (iv) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (v) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vi) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (A) by incurring Permitted Liens; (B) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (A) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) or repurchase or redeem any debt securities issued pursuant to the Indenture; (B) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person in excess of $10,000,000, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture; (xv) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedule, increase the compensation or fringe benefits of any of its directors, officers, employees or independent contractors, except for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer, employee or independent contractor of Company or any of its Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change in control, retention or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers, employees or independent contractors (exclusive of agreements with any newly hired employees or replacements as a result of promotions, in each case in the ordinary course of business consistent with past practice); (xvii) Grant any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted in the ordinary course of business; (xviii) Take any action or omit to take any action that would cause any registration or application for material Intellectual Property used or held for use in its business to become invalidated, abandoned or dedicated to the public domain; (xix) Effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or any of its Subsidiaries; or (xx) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xix).

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees that, during the period from the date hereof until the earlier of to the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); Parent or as otherwise contemplated, required or permitted expressly contemplated by this Agreement, the businesses business of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; and Company and its SubsidiariesCompany, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its SubsidiariesCompany, to keep available the services of its key the present officers and employees and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material significant business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) . By way of amplification and not limitation (except as provided herein)limitation, from without the date hereof until the earlier prior written consent of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser Parent (which consent shall not be unreasonably withheld or delayed), neither Company nor any shall not, between the date of its Subsidiaries shallthis Agreement and the Effective Time, except as set forth in Section 3.1 of the Company Disclosure Schedule, directly or indirectly do, or propose or commit to do, any of the following: (ia) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect Amend its certificate of incorporation or bylaws or equivalent organizational documents; (b) Except for (i) a Company Subsequent Issuance, (ii) Issuethe issuance of stock options under the Option Plan to employees and consultants of Company and (iii) the issuance of warrants in connection with certain contemplated financing as described in Section 3.1 of the Company Disclosure Schedule, issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including including, but not limited to to, stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (A) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“Company ESPP”), (B) the issuance of shares of Company Common Stock pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company; (iiic) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of the Company to Company or to another directly or indirectly wholly owned Subsidiary of CompanyCapital Stock; (ivd) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (ve) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vif) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries the Company Capital Stock (except (Ai) by incurring Permitted LiensLiens (as defined in Article X); and (Bii) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets than in the ordinary course of business consistent with past practice); (viig) Except as may be required by (or, as a result of a change in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or in generally accepted accounting or actuarial principles, make any material change to existing the accounting practices or principles or reserving or underwriting practices or principles used by it; (viiih) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, Settle or compromise any material pending or threatened suit, action or claim or proceeding(other than the payment of health benefit claims on behalf of customers of Company) involving a payment by Company in excess of $100,000; (ixi) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its SubsidiariesCompany; (xj) Fail to use commercially reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xik) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000250,000; (xiii) Make any material Tax election or settle or compromise any material federal, state state, local or local foreign Tax claim, audit or assessmentliability, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, or surrender any right to claim a material Tax refundrefund or (ii) consent, or consent without providing advance notice to Parent, to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiiim) Reclassify, combine, split, subdivide or redeem, repurchase purchase or otherwise acquire, directly or indirectly, any of the Company Capital Stock or its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xivn) (Ai) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) for borrowed money or repurchase or redeem any debt securities issued pursuant to the Indenturesecurities; (Bii) except as set forth in Section 3.1 of the Company Disclosure Schedule incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its SubsidiariesCompany) or issue any debt securities in excess of $20,000,000 securities; or (Ciii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person in excess Person, other than providers of $10,000,000, except for, Company in the case ordinary course of each business consistent with past practice; (o) Except as set forth in Section 3.1 of clause (B) and clause (C)the Company Disclosure Schedule, (I) transactions among Company and its wholly-owned Subsidiaries enter into or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture; (xv) Enter into or amend, renew, extend, terminate materially amend or otherwise materially modify (i) any Company Material Contract, in each case in a manner that would (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (Dii) be material and adverse to Company and its Subsidiaries, taken any other contract or agreement (with “other contract or agreement” being defined for the purposes of this subsection as a wholecontract or agreement which involves Company incurring a liability in excess of $250,000 and which is not terminable by Company without penalty upon one year or less notice); (xvip) Except as set forth in Section 3.1 of the Company Disclosure Schedule and except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedulelaw, increase the compensation or fringe benefits of any of its directors, officers, employees officers or independent contractorsemployees, except for increases in salary, wages, benefits salary or incentive compensation wages of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer, officer or other employee or independent contractor of Company or any of its SubsidiariesCompany, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change in control, retention severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officersofficers or employees, employees or independent contractors except for any plan amendments to comply with Section 409A of the Code (exclusive provided that any such amendments shall not materially increase the cost of agreements with any newly hired employees or replacements as a result of promotions, in each case in the ordinary course of business consistent with past practicesuch plan to Company); (xviiq) Grant any license with respect to Intellectual Property Rights other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted in the ordinary course of business; (xviiir) Take any action or omit to take any action that would reasonably be expected to cause any registration or application for material Intellectual Property Rights used or held for use in its business to become invalidated, abandoned or dedicated to the public domain; (xixs) Effectuate Take or fail to take any action that would prevent the Merger from qualifying as reorganization within the meaning of Section 368(a) of the Code; (t) Except as set forth in Section 3.1 of the Company Disclosure Schedule, effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988(WARN), affecting in whole or in part any site of employment, facility, operating unit or employee of Company; (u) Pay, discharge or satisfy any claims, liabilities or obligations (absolute accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the financial statements of Company or incurred in the ordinary course of business and consistent with past practice; (v) Enter into any transaction with, or enter into any agreement, arrangement, or understanding with any of its SubsidiariesCompany’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or (xxw) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1(b)(i3.1(a) through 4.1(b)(xix)3.1(v) or any action which would result in any of the conditions set forth in Article VI not being satisfied or would materially delay the Closing.

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees thatExcept as contemplated by this Agreement or as expressly agreed to in writing by Parent, during the period from the date hereof until the earlier of this Agreement to the Effective Time and the dateTime, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted by this Agreement, the businesses each of Company and its Subsidiaries shall be conducted only in, and Company and subsidiaries will conduct their respective operations according to its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each will use its all commercially reasonable efforts to preserve substantially intact the its business organization of Company and its Subsidiariesorganization, to keep available the services of its key present officers and employees and to preserve maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would materially adversely affect the present relationships of Company and its Subsidiaries with such ability of the customersparties to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, suppliersand except as otherwise expressly provided in this Agreement, licensorsprior to the Effective Time, licenseesCompany will not, or distributors with which Company or nor will it permit any of its Subsidiaries has material business relations; providedsubsidiaries to, howeverwithout the prior written consent of Parent, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) By way of amplification and not limitation (except as provided herein), from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the followingwithheld: (ia) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws or equivalent organizational documents; (iib) Issueauthorize for issuance, issue, sell, deliver, sell, pledge, dispose of or encumbergrant any options for, or authorize otherwise agree or commit to the issuanceissue, sale, pledge, disposition sell or encumbrance of, deliver any shares of any class of its capital stock or any securities convertible into shares of any class, or any options, warrants, convertible securities or other rights class of any kind to acquire any shares of its capital stock, or any other ownership interest except (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (Ai) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof and in accordance with the terms of this Agreement currently outstanding convertible securities, warrants and options, and (including the Company Employee Stock Purchase ii) shares granted to employees as matching contributions pursuant to Company's 401(k) Plan in an aggregate amount not to exceed 40,000 shares; (“Company ESPP”)c) split, (B) the issuance of combine or reclassify any shares of Company Common Stock pursuant to Contracts its capital stock, declare, set aside or pay any dividend (other than a dividend of stock of Shared Technologies Cellular, Inc. owned by Company) or other distribution (whether in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedulecash, (C) the grant of Company Stock Options stock or Other Stock Awards to employees of Company property or any combination thereof) in respect of Company’s Subsidiaries its capital stock or purchase, redeem or otherwise acquire any shares of its own capital stock or of any of its subsidiaries, except as otherwise expressly provided in this Agreement; (d) (i) create, incur, assume, maintain or permit to exist any debt for borrowed money other than under existing lines of credit in the ordinary course of business consistent with past practice; (ii) assume, providedguarantee, howeverendorse or otherwise become liable or responsible (whether directly, that no such Company Stock Options contingently or Other Stock Awards shall become vested solely by reason otherwise) for the obligations of the transactions contemplated by this Agreementany other person except for (a) its wholly owned subsidiaries, and (Db) issuance of securities under the Company ESPP STF Canada, Inc. in the ordinary course of business and consistent with past practice, practices; or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company; (iii) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (iv) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (v) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vi) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (A) by incurring Permitted Liens; (B) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (A) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) or repurchase or redeem any debt securities issued pursuant to the Indenture; (B) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person person except for STF Canada, Inc. in excess of an aggregate amount not to exceed $10,000,000, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture1,000,000; (xvi) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair increase in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedule, increase manner the compensation or fringe benefits of (x) any of its directors, officers, employees or independent contractors, employee except for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent with past practicepractice or (y) any of its directors or offi- cers; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required, or enter into or agree to enter into any agreement or arrangement with any director or officer or employee, whether past or present, relating to any such pension, retirement allowance or other employee benefit, except as required under currently existing agreements, plans or arrangements; (iii) grant any severance or termination pay not currently required to be paid under existing severance plans to, or enter into, or amend, into any employment, consulting employment or severance agreement with, (x) any employee except in the ordinary course of business consistent with past practice or (y) any of its directors or officers except for honorarium payments to outside directors of Company in an amount not to exceed $300,000 in the aggregate; or (iv) except as may be required to comply with applicable law, become obligated (other than pursuant to any new or renewed collective bargaining agreement) under any new pension plan, welfare plan, multiemployer plan, employee benefit plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, including any bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other benefit plan, agreement or arrangement, or employment or consulting agreement with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof; provided, however, that this clause (iv) shall not prohibit Company from renewing any such plan, agreement or arrangement already in existence on terms no more favorable to the parties to such plan, agreement or arrangement; (f) except as otherwise expressly contemplated by this Agreement, enter into any other agreements, commitments or contracts, except agreements, commitments or contracts for the purchase, sale or lease of goods or services involving payments or receipts by Company or its subsidiaries not in excess of $50,000, other than (i) customer agreements, (ii) leases for rental space in an amount not to exceed $250,000 for any lease or (iii) developer agreements in an amount not to exceed $250,000 for any agreement; provided, however, that Company will not enter into agreements with any present local exchange carriers, competitive local exchange carriers or former director, officer, employee incumbent local exchange companies which require a financial commitment by Company or independent contractor any of its subsidiaries or which limit the ability of Company or any of its Subsidiariessubsidiaries to conduct their respective business; (g) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or establish, adopt, enter into any agreement in principle or amend an agreement with respect to, any plan of liquidation or terminate dissolution, any collective bargainingacquisition of a material amount of assets or securities, bonusany sale, incentivetransfer, profit sharinglease, thriftlicense, compensationpledge, stock optionmortgage, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, or other disposition or encumbrance of a material amount of assets or securities or any material change in controlits capitalization, retention or other plan, agreement, trust, fund, policy any entry into a material contract or arrangement for the benefit any amendment or modification of any directors, officers, employees material contract or independent contractors any release or relinquishment of any material contract rights; (exclusive h) authorize or commit to make capital expenditures in excess of agreements with $200,000 for any newly hired employees or replacements as a result of promotions, one order in each case Company's service business (other than purchases by Company's systems business in the ordinary course of business consistent with past practice); (xviii) Grant make any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted change in the ordinary course of businessaccounting methods or accounting practices followed by Company; (xviiij) Take settle any action action, suit, claim, investigation or omit to take any action proceeding (legal, administrative or arbitrative) in excess of $50,000 without the consent of the Parent; provided, however, that would cause any registration or application for material Intellectual Property used or held for use Company may settle the matter set forth in its business to become invalidated, abandoned or dedicated to item 2 of Section 3.9 of the public domainDisclosure Statement as previously discussed with Parent; (xixk) Effectuate make any election under the Code which would have a “plant closing” Company Material Adverse Effect; (l) amend, change or “mass layoff” as those terms are defined alter in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or respect any of its Subsidiariesthe RHI Indemnification Agreement, the FHC Indemnification Agreement or the Pledge Agreement (except as specifically contemplated by this Agreement); or (xxm) Take, or offer or propose to take, or agree to take in writing or otherwise, do any of the actions described foregoing. 1. The Consultant shall liaise directly with the chief executive officer and chief operating officer of the Company and shall be informed of, and participate as a consultant in, all management decisions made by such officers. In the event that the Company determines to implement management decisions contrary to the advice of the Consultant, and the Consultant determines in Sections 4.1(b)(ihis good faith judgment, that such management decisions either alone or taken together with other management decisions implemented against the advice of the Consultant, could lead to a Company Material Adverse Effect, the Consultant shall promptly notify the Executive Committee of the Board of Directors of the Company in writing of his determination and his contrary recommendation (the "Consultant Notice"). In the event the Executive Committee of the Board of Directors does not cause management of the Company to act in accordance with the recommendations of the Consultant set forth in the Consultant Notice by directing management so to act in writing within five days of receipt of the Consultant Notice, Parent and Purchaser may, by delivery of written notice to the Company within 30 days following the expiration of such five day period, terminate this Agreement in accordance with the provisions of Section 7.1(i) through 4.1(b)(xix)hereof. The written consent or recommendation of the Consultant with respect to any matter shall be deemed to be the consent of Parent thereto.

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees that, during the period from the date hereof until the earlier of to the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted expressly contemplated by this Agreement, the businesses of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its Subsidiaries, to keep available the services of its key the present officers and employees and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material significant business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) . By way of amplification and not limitation (except as provided herein)limitation, from without the date hereof until the earlier prior written consent of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, between the date of this Agreement and the Effective Time, except as set forth in Section 4.1 of the Company Disclosure Schedule, directly or indirectly do, or propose or commit to do, any of the following: (ia) (A) in the case of Company, amend Amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate articles of incorporation or bylaws or equivalent organizational documents; (iib) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (Ai) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards options or other rights outstanding as of the date hereof under any Benefit Plan of Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“"Company ESPP”")), (Bii) grants of equity or equity-based awards, and the issuance of shares of Company Common Stock pursuant to Contracts securities in effect prior to the execution and delivery of this Agreement and that are disclosed settlement thereof, in each case in accordance with Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, Schedule or (Eiii) issuances as permitted by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of CompanySection 4.1(q) hereof; (iiic) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions payable by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (ivd) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) cash acquisitions of assets not to exceed $100 million per individual acquisition or $150 million in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000aggregate; (ve) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Lawlaw; (vif) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries Subsidiaries, with a fair market value in excess of $30 million individually or $50 million in the aggregate (except (Ai) by incurring Permitted LiensLiens (as defined in Section 8.13(k); (Bii) in the ordinary course of business consistent with past practice; and (iii) equipment and property no longer used in the operation of Company’s 's or any of its Subsidiaries’ ' business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (viig) Except as may be required by (or, as a result of a change in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law law or in generally accepted accounting or actuarial principles, make any material change to existing the accounting practices or principles or reserving or underwriting practices or principles used by it; (viiih) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, Settle or compromise any material pending or threatened suit, action or claim involving a payment by Company or proceedingits Subsidiaries in excess of $5,000,000; (ixi) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (xj) Fail to use reasonable best commercial efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xik) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 2003 and 2013 2004 not to exceedexceed the amounts set forth in Section 4.1(k) of the Company Disclosure Schedule, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of case plus $10,000,00010 million; (xiil) Make any material Tax election or settle or compromise any material federal, state state, local or local foreign Tax claim, audit or assessmentliability, change any material annual tax accounting period, change any material method of Tax accountingaccounting in any material respect, enter into any closing agreement relating to any material amount of Tax, or surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiiim) Knowingly take, or knowingly permit any of its Subsidiaries to take, any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (n) Reclassify, combine, split, subdivide or redeem, repurchase purchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, securities (except (A) for repurchases pursuant to any stock-for-stock exercise of shares of Company Common Stock in an aggregate amount not any employee or director stock options issued pursuant to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable LawBenefit Plans), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (Ai) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) for borrowed money or repurchase or redeem any debt securities, except upon the maturity date of such indebtedness or as otherwise required by the terms of such indebtedness or securities issued pursuant to the Indentureor as required by Section 5.15 hereof; (Bii) incur any indebtedness for borrowed money (including pursuant to or issue any debt securities except for indebtedness of borrowed money under Company's existing commercial paper program or credit facility of facilities (the "Company or Short-Term Borrowings") provided that the Company Short-Term Borrowings may not exceed $600 million in the aggregate at any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 time; or (Ciii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person in excess of $10,000,000, except for, 5 million individually or $10 million in the case of each of clause aggregate (Bit being understood that (i) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide commercial paper issued by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture; (xv) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries shall be considered indebtedness for purposes of this provision and (ii) trade payables, ordinary course business funding mechanisms between Company and its customers and providers and guarantees of indebtedness by Company and its Subsidiaries to Company and its Subsidiaries shall not be considered indebtedness for purposes of this provision); (p) Except as may be permitted pursuant to any other subsection of this Section 4.1, enter into or whichamend in a manner materially adverse to Company, following any of its Subsidiaries or the consummation Surviving Corporation (i) any contract or other agreement not made in the ordinary course of the Merger, would restrict the ability of Purchaser business which is material to Company or any of its Subsidiaries; (ii) any contract or other agreement upon which Company's business is substantially dependent; (iii) any contract or other agreement expressly restricting the payment of dividends or the repurchase of stock or other equity; (iv) except as may be required by law or regulation, including collective bargaining agreements that are not renewals or replacements of existing collective bargaining agreements; (v) material joint venture, partnership agreements or other similar agreements; (vi) leases for real property involving annual expense in excess of $2,500,000 that are not renewals or replacements of existing leases; (vii) any non-competition agreement or any other agreement or arrangement that by its express terms (A) materially limits or otherwise materially restricts Company or any of its Subsidiaries or any successor thereto or (B) would, after the Effective Time, materially limit or otherwise materially restrict Company, any of its Subsidiaries or the Surviving Corporation Corporation, from engaging or competing in any line of business material to Company and its Subsidiariesaffiliates (taken as a whole) to compete in any business or with any Person Purchaser and its affiliates (taken as a whole) or in any geographic area material to Company and its Subsidiaries (taken as a whole) (other than any Contract exclusivity provisions or arrangements with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its providers of health care services) or (Dviii) be material except for any agreement in the ordinary course of business and adverse to Company and its Subsidiariesthat is not inconsistent with Section 5.15, taken as a wholeany contract or agreement with an affiliate of Company; (xviq) Except to the extent required under this Agreement (i) except (X) as set forth in Section 4.1(q)(ii) below or pursuant to applicable Law or any Company Plan disclosed on in Section 3.2(w)(i4.1(q) of the Company Disclosure Schedule, (Y) as required by this Agreement or by applicable law, or (Z) as otherwise required by any Company Benefit Plan as in effect on the date hereof or collective bargaining agreement to which such party is subject: (1) enter into, adopt, amend, renew, terminate or take any other action in respect of any Benefit Plan, or any other employee benefit plan or policy, that would materially increase the level of benefits under, the number of participants in or the annual cost to Company and its Subsidiaries, in the aggregate, of such plan and all similar plans maintained by them (e.g., for illustrative purposes, group health plans or retirement plans); (2) enter into, adopt, amend or terminate any individual agreement or arrangement with one or more directors, officers or employees holding a position of a regional or staff vice president of Company (or any equivalent position in a Subsidiary) (any such position, a "Regional or Staff Vice President") or a more senior position (except as is consistent with paragraph (3) below); (3) increase in any manner the compensation or fringe benefits of any of its directorsofficer, officers, employees director or independent contractorsemployee, except for: (a) individual salary adjustments (within salary bands (as such may be adjusted to reflect competitive information) for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries such position) made in the ordinary course of business consistent with past practice, including annual merit increases, promotional increases and equitable adjustments, provided that, for employees holding a position of Regional or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer, employee or independent contractor Staff Vice President of Company (or any an equivalent position in a Subsidiary) or a more senior position, such salary adjustments (on an annualized basis) do not exceed 8 percent of its Subsidiariesthe aggregate salary amounts currently payable to such employees and for employees in a more junior position, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change such salary adjustments (on an annualized basis) do not exceed 6 percent of the aggregate salary amounts currently payable to such employees; (b) the establishment of individual annual target bonus awards (within the established range (as such may be adjusted to reflect competitive information) for such position) for participants in control, retention or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers, employees or independent contractors (exclusive of agreements with any newly hired employees or replacements as a result of promotions, in each case such party's incentive compensation plans in the ordinary course of business consistent with past practice); (xviic) Grant the payment of a cash retention bonus to any license with respect to Intellectual Property employee other than any license granted pursuant to an employee holding a Contract with any Governmental Entity and non-exclusive licenses granted position of Regional or Staff Vice President or more senior position, payable out of a retention bonus pool the amount of which pool will not be in excess of the ordinary course aggregate amount set forth in Section 4.1(q) of businessthe Company Disclosure Schedule; (xviii4) Take any action or omit to take any action that would cause not expressly required by the terms of the Benefit Plans as in effect on the date of this Agreement to accelerate the vesting, exercisability or payment of any registration stock options, restricted stock or application for other equity-based or cash incentive awards or otherwise alter in any material Intellectual Property used or held for use in its business to become invalidated, abandoned or dedicated to respect the public domain; (xix) Effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or any of its Subsidiariessuch award; or (xx5) Take, enter into a contract or offer or propose agreement to take, or agree to take in writing or otherwise, do any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xix)foregoing.

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees thatExcept as contemplated by this Agreement or as expressly agreed to in writing by Parent, during the period from the date hereof until the earlier of this Agreement to the Effective Time and the dateTime, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted by this Agreement, the businesses each of Company and its Subsidiaries shall be conducted only in, and Company and subsidiaries will conduct their respective operations according to its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each will use its all commercially reasonable efforts to preserve substantially intact the its business organization of Company and its Subsidiariesorganization, to keep available the services of its key present officers and employees and to preserve maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would materially adversely affect the present relationships of Company and its Subsidiaries with such ability of the customersparties to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, suppliersand except as otherwise expressly provided in this Agreement, licensorsprior to the Effective Time, licenseesCompany will not, or distributors with which Company or nor will it permit any of its Subsidiaries has material business relations; providedsubsidiaries to, howeverwithout the prior written consent of Parent, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) By way of amplification and not limitation (except as provided herein), from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the followingwithheld: (ia) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws or equivalent organizational documents; (iib) Issueauthorize for issuance, issue, sell, deliver, sell, pledge, dispose of or encumbergrant any options for, or authorize otherwise agree or commit to the issuanceissue, sale, pledge, disposition sell or encumbrance of, deliver any shares of any class of its capital stock or any securities convertible into shares of any class, or any options, warrants, convertible securities or other rights class of any kind to acquire any shares of its capital stock, or any other ownership interest except (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (Ai) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof and in accordance with the terms of this Agreement currently outstanding convertible securities, warrants and options, and (including the Company Employee Stock Purchase ii) shares granted to employees as matching contributions pursuant to Company's 401(k) Plan in an aggregate amount not to exceed 40,000 shares; (“Company ESPP”)c) split, (B) the issuance of combine or reclassify any shares of Company Common Stock pursuant to Contracts its capital stock, declare, set aside or pay any dividend (other than a dividend of stock of Shared Technologies Cellular, Inc. owned by Company) or other distribution (whether in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedulecash, (C) the grant of Company Stock Options stock or Other Stock Awards to employees of Company property or any combination thereof) in respect of Company’s Subsidiaries its capital stock or purchase, redeem or otherwise acquire any shares of its own capital stock or of any of its subsidiaries, except as otherwise expressly provided in this Agreement; (d) (i) create, incur, assume, maintain or permit to exist any debt for borrowed money other than under existing lines of credit in the ordinary course of business consistent with past practice; (ii) assume, providedguarantee, howeverendorse or otherwise become liable or responsible (whether directly, that no such Company Stock Options contingently or Other Stock Awards shall become vested solely by reason otherwise) for the obligations of the transactions contemplated by this Agreementany other person except for (a) its wholly owned subsidiaries, and (Db) issuance of securities under the Company ESPP STF Canada, Inc. in the ordinary course of business and consistent with past practice, practices; or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company; (iii) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (iv) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (v) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vi) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (A) by incurring Permitted Liens; (B) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (A) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) or repurchase or redeem any debt securities issued pursuant to the Indenture; (B) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person person except for STF Canada, Inc. in excess of an aggregate amount not to exceed $10,000,000, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture1,000,000; (xvi) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair increase in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedule, increase manner the compensation or fringe benefits of (x) any of its directors, officers, employees or independent contractors, employee except for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent with past practicepractice or (y) any of its directors or officers; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required, or enter into or agree to enter into any agreement or arrangement with any director or officer or employee, whether past or present, relating to any such pension, retirement allowance or other employee benefit, except as required under currently existing agreements, plans or arrangements; (iii) grant any severance or termination pay not currently required to be paid under existing severance plans to, or enter into, or amend, into any employment, consulting employment or severance agreement with, (x) any employee except in the ordinary course of business consistent with past practice or (y) any of its directors or officers except for honorarium payments to outside directors of Company in an amount not to exceed $300,000 in the aggregate; or (iv) except as may be required to comply with applicable law, become obligated (other than pursuant to any new or renewed collective bargaining agreement) under any new pension plan, welfare plan, multiemployer plan, employee benefit plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, including any bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other benefit plan, agreement or arrangement, or employment or consulting agreement with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof; provided, however, that this clause (iv) shall not prohibit Company from renewing any such plan, agreement or arrangement already in existence on terms no more favorable to the parties to such plan, agreement or arrangement; (f) except as otherwise expressly contemplated by this Agreement, enter into any other agreements, commitments or contracts, except agreements, commitments or contracts for the purchase, sale or lease of goods or services involving payments or receipts by Company or its subsidiaries not in excess of $50,000, other than (i) customer agreements, (ii) leases for rental space in an amount not to exceed $250,000 for any lease or (iii) developer agreements in an amount not to exceed $250,000 for any agreement; provided, however, that Company will not enter into agreements with any present local exchange carriers, competitive local exchange carriers or former director, officer, employee incumbent local exchange companies which require a financial commitment by Company or independent contractor any of its subsidiaries or which limit the ability of Company or any of its Subsidiariessubsidiaries to conduct their respective business; (g) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or establish, adopt, enter into any agreement in principle or amend an agreement with respect to, any plan of liquidation or terminate dissolution, any collective bargainingacquisition of a material amount of assets or securities, bonusany sale, incentivetransfer, profit sharinglease, thriftlicense, compensationpledge, stock optionmortgage, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, or other disposition or encumbrance of a material amount of assets or securities or any material change in controlits capitalization, retention or other plan, agreement, trust, fund, policy any entry into a material contract or arrangement for the benefit any amendment or modification of any directors, officers, employees material contract or independent contractors any release or relinquishment of any material contract rights; (exclusive h) authorize or commit to make capital expenditures in excess of agreements with $200,000 for any newly hired employees or replacements as a result of promotions, one order in each case Company's service business (other than purchases by Company's systems business in the ordinary course of business consistent with past practice); (xviii) Grant make any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted change in the ordinary course of businessaccounting methods or accounting practices followed by Company; (xviiij) Take settle any action action, suit, claim, investigation or omit to take any action that would cause any registration proceeding (legal, administrative or application for material Intellectual Property used or held for use arbitrative) in its business to become invalidated, abandoned or dedicated to excess of $50,000 without the public domain; (xix) Effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or any of its Subsidiaries; or (xx) Take, or offer or propose to take, or agree to take in writing or otherwise, any consent of the actions described Parent; provided, however, that Company may settle the matter set forth in Sections 4.1(b)(i) through 4.1(b)(xix).item 2 of Section 3.9 of the Disclosure Statement as previously discussed with Parent; make any election under the Code which would have a Company Material Adverse Effect;

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees that, during the period from the date hereof until the earlier of to the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted expressly contemplated by this Agreement, the businesses of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its Subsidiaries, to keep available the services of its key the present officers and employees and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material significant business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) . By way of amplification and not limitation limitation, without the prior written consent of Purchaser (except as provided herein)which shall not be unreasonably withheld or delayed) neither Company nor any of its Subsidiaries shall, from between the date hereof until the earlier of this Agreement and the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1Time, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the following: (ia) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect Amend its certificate of incorporation or bylaws or equivalent organizational documents; (iib) IssueExcept as set forth in Section 4.1(b) of the Company Disclosure Schedule, issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (A) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards options or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“Company ESPP”), (B) the issuance of shares of Company Common Stock pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company); (iiic) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions payable by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (ivd) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (ve) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Lawlaw; (vif) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (Ai) by incurring Permitted LiensLiens (as defined in Section 8.13(k)); and (Bii) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets than in the ordinary course of business consistent with past practice); (viig) Except as may be required by (or, as a result of a change in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law law or in generally accepted accounting or actuarial principles, make any material change to existing the accounting practices or principles or reserving or underwriting practices or principles used by it; (viiih) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, Settle or compromise any material pending or threatened suit, action or claim (other than the payment of health benefit claims on behalf of customers of Company) involving a payment by Company or proceedingits Subsidiaries in excess of $2,000,000; (ixi) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (xj) Fail to use commercially reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xik) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 2005 and 2013 2006 not to exceed, in each such fiscal year, exceed the amounts listed on set forth in Section 4.1(k) of the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000Company Disclosure Schedule; (xiii) Make any material Tax election or settle or compromise any material federal, state state, local or local foreign Tax claim, audit or assessmentliability, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, or surrender any right to claim a material Tax refundrefund or (ii) consent, or consent without providing advance notice to Purchaser, to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiiim) Reclassify, combine, split, subdivide or redeem, repurchase purchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xivn) (Ai) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) for borrowed money or repurchase or redeem any debt securities issued pursuant to the Indenturesecurities; (Bii) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 securities; or (Ciii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person in excess of $10,000,000Person, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture; (xv) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any other than providers of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries in the ordinary course of business consistent with past practice; (o) Enter into or whichrenew, following extend, materially amend or otherwise materially modify (i) any Company Material Contract, (ii) any other contract or agreement (with “other contract or agreement” being defined for the consummation purposes of the Merger, would restrict the ability this subsection as a contract or agreement which involves Company incurring a liability in excess of Purchaser $10,000,000 and which is not terminable by Company without penalty upon one year or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area less notice (other than (A) provider contracts entered into in the ordinary course of business consistent with past practice that are not Company Material Contracts, (B) contracts for the provision of insurance entered into in the ordinary course of business consistent with past practice that do not include any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) rate guarantees or (DC) contracts for the provision of administrative services entered into in the ordinary course of business consistent with past practice, provided that any such contract does not contain any rate guarantees that last for more than 3 years and provided further that any such contract does not contain any rate guarantees that increase by less than 3% per year)) or, (iii) except for any agreement that is not inconsistent with Section 5.14, an agreement with an affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of Company. For purposes of this subsection, a “rate guarantee” shall mean any provision pursuant to which the premiums or administrative services fees to be material and adverse received by Company or its Subsidiaries are set either at a fixed amount or by reference to Company and its Subsidiaries, taken a pre-determined formula (such as an index of inflation) for a wholespecified period of time; (xvip) Except as set forth in Section 4.1(p) of the Company Disclosure Schedule and except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedulelaw, increase the compensation or fringe benefits of any of its directors, officers, employees officers or independent contractorsemployees, except for increases in salary, wages, benefits salary or incentive compensation wages of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer, officer or other employee or independent contractor of Company or any of its Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change in control, retention severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officersofficers or employees, employees or independent contractors except for any plan amendments to comply with Section 409A of the Code (exclusive provided that any such amendments shall not materially increase the cost of agreements with any newly hired employees or replacements as a result of promotions, in each case in the ordinary course of business consistent with past practicesuch plan to Company); (xviiq) Create any new products or expand its marketing efforts beyond those states in which its products are offered as of the date of this Agreement; (r) Grant any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted in the ordinary course of business; (xviiis) Take any action or omit to take any action that would reasonably be expected to cause any registration or application for material Intellectual Property used or held for use in its business to become invalidated, abandoned or dedicated to the public domain; (xixt) Effectuate Take or fail to take, or permit any of its Subsidiaries to take or fail to take, any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (u) Except as set forth in Section 4.1(u) of the Company Disclosure Schedule, effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988(WARN), affecting in whole or in part any site of employment, facility, operating unit or employee of Company or any of its Subsidiaries; (v) Pay, discharge or satisfy any claims, liabilities or obligations (absolute accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the financial statements of Company or incurred in the ordinary course of business and consistent with past practice; (w) Take or fail to take, or permit any of its Subsidiaries to take or fail to take, any action that would adversely affect the Conversion from qualifying as a tax-free reorganization; or (xxx) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1(b)(i4.1(a) through 4.1(b)(xix)4.1(w) or any action which would result in any of the conditions set forth in Article VI not being satisfied or would materially delay the Closing.

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees thatExcept as ------------------------------------------------- contemplated by this Agreement or as expressly agreed to in writing by Parent, during the period from the date hereof until the earlier of this Agreement to the Effective Time and the dateTime, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted by this Agreement, the businesses each of Company and its Subsidiaries shall be conducted only in, and Company and subsidiaries will conduct their respective operations according to its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each will use its all commercially reasonable efforts to preserve substantially intact the its business organization of Company and its Subsidiariesorganization, to keep available the services of its key present officers and employees and to preserve maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would materially adversely affect the present relationships of Company and its Subsidiaries with such ability of the customersparties to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, suppliersand except as otherwise expressly provided in this Agreement, licensorsprior to the Effective Time, licenseesCompany will not, or distributors with which Company or nor will it permit any of its Subsidiaries has material business relations; providedsubsidiaries to, howeverwithout the prior written consent of Parent, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) By way of amplification and not limitation (except as provided herein), from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the followingwithheld: (ia) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws or equivalent organizational documents; (iib) Issueauthorize for issuance, issue, sell, deliver, sell, pledge, dispose of or encumbergrant any options for, or authorize otherwise agree or commit to the issuanceissue, sale, pledge, disposition sell or encumbrance of, deliver any shares of any class of its capital stock or any securities convertible into shares of any class, or any options, warrants, convertible securities or other rights class of any kind to acquire any shares of its capital stock, or any other ownership interest except (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (Ai) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof and in accordance with the terms of this Agreement currently outstanding convertible securities, warrants and options, and (including the Company Employee Stock Purchase ii) shares granted to employees as matching contributions pursuant to Company's 401(k) Plan in an aggregate amount not to exceed 40,000 shares; (“Company ESPP”)c) split, (B) the issuance of combine or reclassify any shares of Company Common Stock pursuant to Contracts its capital stock, declare, set aside or pay any dividend (other than a dividend of stock of Shared Technologies Cellular, Inc. owned by Company) or other distribution (whether in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedulecash, (C) the grant of Company Stock Options stock or Other Stock Awards to employees of Company property or any combination thereof) in respect of Company’s Subsidiaries its capital stock or purchase, redeem or otherwise acquire any shares of its own capital stock or of any of its subsidiaries, except as otherwise expressly provided in this Agreement; (d) (i) create, incur, assume, maintain or permit to exist any debt for borrowed money other than under existing lines of credit in the ordinary course of business consistent with past practice; (ii) assume, providedguarantee, howeverendorse or otherwise become liable or responsible (whether directly, that no such Company Stock Options contingently or Other Stock Awards shall become vested solely by reason otherwise) for the obligations of the transactions contemplated by this Agreementany other person except for (a) its wholly owned subsidiaries, and (Db) issuance of securities under the Company ESPP STF Canada, Inc. in the ordinary course of business and consistent with past practice, practices; or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company; (iii) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (iv) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (v) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vi) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (A) by incurring Permitted Liens; (B) equipment and property no longer used in the operation of Company’s or any of its Subsidiaries’ business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (A) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) or repurchase or redeem any debt securities issued pursuant to the Indenture; (B) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person person except for STF Canada, Inc. in excess of an aggregate amount not to exceed $10,000,000, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture1,000,000; (xvi) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair increase in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedule, increase manner the compensation or fringe benefits of (x) any of its directors, officers, employees or independent contractors, employee except for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent with past practicepractice or (y) any of its directors or officers; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required, or enter into or agree to enter into any agreement or arrangement with any director or officer or employee, whether past or present, relating to any such pension, retirement allowance or other employee benefit, except as required under currently existing agreements, plans or arrangements; (iii) grant any severance or termination pay not currently required to be paid under existing severance plans to, or enter into, or amend, into any employment, consulting employment or severance agreement with, (x) any employee except in the ordinary course of business consistent with past practice or (y) any of its directors or officers except for honorarium payments to outside directors of Company in an amount not to exceed $300,000 in the aggregate; or (iv) except as may be required to comply with applicable law, become obligated (other than pursuant to any new or renewed collective bargaining agreement) under any new pension plan, welfare plan, multiemployer plan, employee benefit plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, including any bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other benefit plan, agreement or arrangement, or employment or consulting agreement with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof; provided, however, that this clause (iv) shall not prohibit -------- ------- Company from renewing any such plan, agreement or arrangement already in existence on terms no more favorable to the parties to such plan, agreement or arrangement; (f) except as otherwise expressly contemplated by this Agreement, enter into any other agreements, commitments or contracts, except agreements, commitments or contracts for the purchase, sale or lease of goods or services involving payments or receipts by Company or its subsidiaries not in excess of $50,000, other than (i) customer agreements, (ii) leases for rental space in an amount not to exceed $250,000 for any lease or (iii) developer agreements in an amount not to exceed $250,000 for any agreement; provided, however, that Company -------- ------- will not enter into agreements with any present local exchange carriers, competitive local exchange carriers or former director, officer, employee incumbent local exchange companies which require a financial commitment by Company or independent contractor any of its subsidiaries or which limit the ability of Company or any of its Subsidiariessubsidiaries to conduct their respective business; (g) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or establish, adopt, enter into any agreement in principle or amend an agreement with respect to, any plan of liquidation or terminate dissolution, any collective bargainingacquisition of a material amount of assets or securities, bonusany sale, incentivetransfer, profit sharinglease, thriftlicense, compensationpledge, stock optionmortgage, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, or other disposition or encumbrance of a material amount of assets or securities or any material change in controlits capitalization, retention or other plan, agreement, trust, fund, policy any entry into a material contract or arrangement for the benefit any amendment or modification of any directors, officers, employees material contract or independent contractors any release or relinquishment of any material contract rights; (exclusive h) authorize or commit to make capital expenditures in excess of agreements with $200,000 for any newly hired employees or replacements as a result of promotions, one order in each case Company's service business (other than purchases by Company's systems business in the ordinary course of business consistent with past practice); (xviii) Grant make any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted change in the ordinary course of businessaccounting methods or accounting practices followed by Company; (xviiij) Take settle any action action, suit, claim, investigation or omit to take any action proceeding (legal, administrative or arbitrative) in excess of $50,000 without the consent of the Parent; provided, however, that would cause any registration or application for material Intellectual Property used or held for use Company may settle the matter set forth -------- ------- in its business to become invalidated, abandoned or dedicated to item 2 of Section 3.9 of the public domainDisclosure Statement as previously discussed with Parent; (xixk) Effectuate make any election under the Code which would have a “plant closing” Company Material Adverse Effect; (l) amend, change or “mass layoff” as those terms are defined alter in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or respect any of its Subsidiariesthe RHI Indemnification Agreement, the FHC Indemnification Agreement or the Pledge Agreement (except as specifically contemplated by this Agreement); or (xxm) Take, or offer or propose to take, or agree to take in writing or otherwise, do any of the actions described foregoing. 1. The Consultant shall liaise directly with the chief executive officer and chief operating officer of the Company and shall be informed of, and participate as a consultant in, all management decisions made by such officers. In the event that the Company determines to implement management decisions contrary to the advice of the Consultant, and the Consultant determines in Sections 4.1(b)(ihis good faith judgment, that such management decisions either alone or taken together with other management decisions implemented against the advice of the Consultant, could lead to a Company Material Adverse Effect, the Consultant shall promptly notify the Executive Committee of the Board of Directors of the Company in writing of his determination and his contrary recommendation (the "Consultant Notice"). In the event the Executive Committee of the Board of ------------------ Directors does not cause management of the Company to act in accordance with the recommendations of the Consultant set forth in the Consultant Notice by directing management so to act in writing within five days of receipt of the Consultant Notice, Parent and Purchaser may, by delivery of written notice to the Company within 30 days following the expiration of such five day period, terminate this Agreement in accordance with the provisions of Section 7.1(i) through 4.1(b)(xix)hereof. The written consent or recommendation of the Consultant with respect to any matter shall be deemed to be the consent of Parent thereto.

Conduct of Business of Company Pending the Merger. (a) Company covenants and agrees that, during the period from the date hereof until the earlier of to the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted expressly contemplated by this Agreement, the businesses of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of Company and its key present officers Subsidiaries and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material significant business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) . By way of amplification and not limitation limitation, without the prior written consent of Purchaser (except as provided herein)which shall not be unreasonably withheld or delayed) neither Company nor any of its Subsidiaries shall, from between the date hereof until the earlier of this Agreement and the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1Time, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the following: (ia) (A) in the case of Company, amend Amend its certificate articles of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws by-laws or equivalent organizational documents; (iib) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (Ai) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights options outstanding as of the date hereof under the Option Agreement or any Benefit Plans of Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“Company "COMPANY ESPP”"), ) and (Bii) the issuance grants of shares of Company Common Stock pursuant to Contracts equity or equity-based awards in effect prior to the execution and delivery of this Agreement and that are disclosed in accordance with Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s parent, Company or another wholly-owned Subsidiary of Company;. (iiic) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions payable by a directly or indirectly wholly wholly-owned Subsidiary of Company to Company or to another directly or indirectly wholly wholly-owned Subsidiary of Company; (ivd) Reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities; (e) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (vf) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Lawlaw; (vig) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries Subsidiaries, with a fair market value in excess of $10 million individually or $25 million in the aggregate (except (Ai) by incurring Permitted Liens; (Bii) in the ordinary course of business consistent with past practice; and (iii) equipment and property no longer used in the operation of Company’s 's or any of its Subsidiaries’ ' business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries; (xiv) (AI) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Indenture”) for borrowed money or repurchase or redeem any debt securities, except (x) upon the maturity date of such indebtedness or as otherwise required by the terms of such indebtedness or securities issued pursuant to the Indenture; or (By) as permitted by Section 5.16, (II) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (CIII) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Personperson, or make any loans, advances or capital contributions to, or investments in, any other Person person in excess of $10,000,000, except for, 5 million individually or $10 million in the case of each of clause aggregate (B) and clause (C)it being understood that trade payables, (I) transactions among ordinary course business funding mechanisms between Company and its wholly-owned Subsidiaries or among Company’s wholly-owned Subsidiaries, (II) customers and providers and guarantees of indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to by the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) Company and (III) above its Subsidiaries shall not apply to any be considered indebtedness issued pursuant to the Indenturefor purposes of this provision); (xvi) Enter into or amend, renew, extend, terminate or otherwise modify amend any Company Material Contract, any other contract or agreement (with "other contract or agreement" being defined for purposes of this subsection as a contract or agreement which involves Company incurring a liability in each case excess of $10 million individually or $25 million in the aggregate and which is not terminable by Company without penalty upon one year or less notice (other than (x) contracts or amendments issued or entered into in the ordinary course of business with customers or providers of Company or its Subsidiaries, (y) customer agreements that are not terminable within one year solely as a manner result of HIPAA or other statutory or regulatory requirements or (z) as required by law)) or, except for any agreement in the ordinary course of business and that would is not inconsistent with Section 5.16, agreement with an affiliate of Company; (j) Except (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed as set forth on Section 3.2(w)(i4.1(j) of the Company Disclosure Schedule, (B) pursuant to applicable law or (C) pursuant to existing obligations under the Company Plans or collective bargaining agreements, increase the compensation or fringe benefits of any of its directors, officers, employees officers or independent contractorsemployees, except for increases in salary, wages, benefits salary or incentive compensation wages of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, change-in-control or similar arrangement, consulting or severance agreement or arrangement (except, other than with respect to the sixteen Company executives with executive continuity agreements, pursuant to separation agreements and severance agreements entered into in the ordinary course of business consistent with past practice) with any present or former director, officer, officer or other employee or independent contractor of Company or any of its Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change in control, retention severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers, employees officers or independent contractors employees; (exclusive of agreements with any newly hired employees or replacements k) Except as may be required as a result of promotionsa change in law or in generally accepted accounting or actuarial principles, in each case in make any material change to the ordinary course of business consistent with past practice)accounting practices or principles or reserving or underwriting practices or principles used by it; (xviil) Grant Knowingly take, or knowingly permit any license with respect of its Subsidiaries to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted in the ordinary course of business; (xviii) Take any action or omit to take take, any action that would cause any registration or application for material Intellectual Property used or held for use in its business to become invalidated, abandoned or dedicated to prevent the public domainMerger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (xixm) Effectuate Settle or compromise any pending or threatened suit, action or claim involving a “plant closing” payment by Company or “mass layoff” its Subsidiaries in excess of $1,000,0000 or agree to any settlement or compromise in respect thereof, if such settlement or compromise would be reasonably likely to be (i) a settlement or compromise which is the first settlement or compromise effected by the Company or its Subsidiaries with regards to any particular type of conduct or complaint or (ii) a settlement or compromise which would be substantially different than prior settlements of the Company or its Subsidiaries with regards to any particular type of conduct or complaint, which in either the case of (i) or (ii) would create an adverse precedent for claims, actions or proceedings that would be material to Company and its Subsidiaries, taken as those terms are defined in the Worker Adjustment and Retraining Notification Act whole; (n) Adopt a plan of 1988complete or partial liquidation, affecting in whole dissolution, restructuring, recapitalization or in part any site of employment, facility, operating unit or employee other reorganization of Company or any of its Subsidiaries; or (xx) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xix).;

Conduct of Business of Company Pending the Merger. ‌ (a) Company covenants and agrees that, during the period from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity; as set forth in Section 4.1 of the Company Disclosure Schedule; except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed); or as otherwise contemplated, required or permitted by this Agreement, the businesses of Company and its Subsidiaries shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Company and its Subsidiaries, except as expressly contemplated by this Agreement, shall each use its commercially reasonable efforts to preserve substantially intact the business organization of Company and its Subsidiaries, to keep available the services of its key present officers and to preserve the present relationships of Company and its Subsidiaries with such of the customers, suppliers, licensors, licensees, or distributors with which Company or any of its Subsidiaries has material business relations; provided, however, that no action or failure to take action by Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall constitute a breach under this Section 4.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 4.1(b). (b) By way of amplification and not limitation (except as provided herein), from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as prohibited or required by applicable Law or by any Governmental Entity, as required by this Agreement or as set forth in Section 4.1 of the Company Disclosure Schedule, except as otherwise agreed to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries shall, directly or indirectly do, or propose or commit to do, any of the following: (i) (A) in the case of Company, amend its certificate of incorporation or bylaws, and (B) in the case of each of Company’s Subsidiaries, amend in any material respect its certificate of incorporation or bylaws or equivalent organizational documents; (ii) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (A) the issuance of securities issuable pursuant to Company Stock Options, Other Stock Awards or other rights outstanding as of the date hereof under any Company Plan or awarded after the date hereof in accordance with the terms of this Agreement (including the Company Employee Stock Purchase Plan (“"Company ESPP”"), (B) the issuance of shares of Company Common Stock pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b) of the Company Disclosure Schedule, (C) the grant of Company Stock Options or Other Stock Awards to employees of Company or any of Company’s 's Subsidiaries in the ordinary course of business consistent with past practice, provided, however, that no such Company Stock Options or Other Stock Awards shall become vested solely by reason of the transactions contemplated by this Agreement, (D) issuance of securities under the Company ESPP in the ordinary course of business consistent with past practice, or (E) issuances by a wholly-owned Subsidiary of Company of capital stock to such Subsidiary’s 's parent, Company or another wholly-owned Subsidiary of Company;Company;‌ (iii) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than dividends or distributions by a directly or indirectly wholly owned Subsidiary of Company to Company or to another directly or indirectly wholly owned Subsidiary of Company; (iv) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business, except for (A) acquisitions of assets in the ordinary course of business or (B) acquisitions of stock or assets of any Person for consideration not in excess of $10,000,000; (v) Modify its current investment policies or investment practices in any material respect except to accommodate changes in (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP or applicable Law; (vi) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock of its Subsidiaries (except (A) by incurring Permitted Liens; (B) equipment and property no longer used in the operation of Company’s 's or any of its Subsidiaries’ ' business; (C) pursuant to Contracts in effect prior to the execution and delivery of this Agreement and that are disclosed in Section 4.1(b)(vi) of the Company Disclosure Schedule and ordinary course renewals thereof; (D) any such transaction involving assets of Company or any of its Subsidiaries with a fair market value not in excess of $5,000,000; or (E) sales, leases or licenses of inventory, equipment and other assets in the ordinary course of business consistent with past practice); (vii) Except as may be required by (or, in the reasonable good faith judgment of Company, advisable under) GAAP, Applicable SAP, applicable Law or actuarial principles, make any material change to existing accounting practices or principles or reserving or underwriting practices or principles used by it; (viii) Other than settlements and waivers of rights in the ordinary course of business consistent with past practice in connection with the processing and paying of claims to Providers, settle, offer or propose to settle, or compromise any material claim or proceeding; (ix) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries; (x) Fail to use reasonable best efforts to maintain in full force and effect the existing material insurance policies covering Company or its Subsidiaries or their respective properties, assets and businesses or comparable replacement policies; (xi) Authorize or make capital expenditures other than aggregate capital expenditures during the fiscal years 2012 and 2013 not to exceed, in each such fiscal year, the amounts listed on the capital expenditure budget for fiscal year 2012 previously made available to Purchaser for such fiscal year by an aggregate amount in excess of $10,000,000; (xii) Make any material Tax election or settle or compromise any material federal, state or local Tax claim, audit or assessment, change any material annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (xiii) Reclassify, combine, split, subdivide or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, except (A) for repurchases of shares of Company Common Stock in an aggregate amount not to exceed the amount set forth in Section 4.1(b)(xiii) of the Company Disclosure Schedule, (B) for repurchases of shares of Company Common Stock in connection with the exercise of Company Stock Options or in connection with the vesting or settlement of shares of Other Stock Awards or other equity and equity-equity- linked awards (including in satisfaction of any amounts required to be deducted or withheld under applicable Law), in each case outstanding as of the date hereof or awarded after the date hereof in accordance with the terms of this Agreement or (C) with respect to the capital stock or securities of any Subsidiary, in connection with transactions among Company and one or more of its wholly-owned Subsidiaries or among Company’s 's wholly-owned Subsidiaries; (xiv) (A) Repay or retire any indebtedness issued pursuant to that certain Senior Indenture, dated as of November 16, 2011, between Company and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “"Indenture”") or repurchase or redeem any debt securities issued pursuant to the Indenture; (B) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of Company or any of its Subsidiaries) or issue any debt securities in excess of $20,000,000 or (C) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person in excess of $10,000,000, except for, in the case of each of clause (B) and clause (C), (I) transactions among Company and its wholly-owned Subsidiaries or among Company’s 's wholly-owned Subsidiaries, (II) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness, (III) indebtedness for borrowed money incurred pursuant to agreements in effect prior to the execution and delivery of this Agreement or (IV) letters of credit and surety bonds that Company and its Subsidiaries are required to obtain or provide by Governmental Entities, provided, that the exceptions set forth in clauses (II) and (III) above shall not apply to any indebtedness issued pursuant to the Indenture; (xv) Enter into or amend, renew, extend, terminate or otherwise modify any Company Material Contract, in each case in a manner that would (A) impair in any material respect the ability of Company to perform its obligations under this Agreement, (B) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, (C) expressly restrict the ability of Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Purchaser or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any Person or in any geographic area (other than any Contract with a Governmental Entity that, by its terms, limits the geographical areas in which Company may offer its services) or (D) be material and adverse to Company and its Subsidiaries, taken as a whole; (xvi) Except to the extent required under this Agreement or pursuant to applicable Law or any Company Plan disclosed on Section 3.2(w)(i) of the Company Disclosure Schedule, increase the compensation or fringe benefits of any of its directors, officers, employees or independent contractors, except for increases in salary, wages, benefits or incentive compensation of officers and employees of Company or its Subsidiaries in the ordinary course of business consistent with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer, employee or independent contractor of Company or any of its Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, incentive, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, consulting, termination, welfare, severance, change in control, retention or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers, employees or independent contractors (exclusive of agreements with any newly hired employees or replacements as a result of promotions, in each case in the ordinary course of business consistent with past practice); (xvii) Grant any license with respect to Intellectual Property other than any license granted pursuant to a Contract with any Governmental Entity and non-exclusive licenses granted in the ordinary course of business; (xviii) Take any action or omit to take any action that would cause any registration or application for material Intellectual Property used or held for use in its business to become invalidated, abandoned or dedicated to the public domain; (xix) Effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, affecting in whole or in part any site of employment, facility, operating unit or employee of Company or any of its Subsidiaries; or (xx) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xix).,