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

Conduct of the Business of the Company. (a) From the date hereof through the earlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable Law; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contract, other than in the ordinary course of business; (iv) make any capital expenditures in excess of $250,000 individually for any project or set of related projects or $500,000 in the aggregate; (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed herein, (ii) sales of inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vi) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice; (viii) obtain or incur any Indebtedness, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice; (xiii) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment; or (xvii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. (a) From the date hereof through the earlier of Closing Date or the termination of this Agreement, as the case may be, except as otherwise permitted or contemplated by this Agreement or consented to in accordance with Section 12.1 or writing by the Closing (the “Interim Period”)Buyer, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, withheld or delayed), and shall the Shareholders will cause the Company to (i) preserve in all material respects the Business of the Company, (ii) use their its commercially reasonable best efforts to keep available to the Company the services of all current officers and key employees identified on Schedule 4.36 and (iii) use its commercially reasonable best efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have in all material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to respects the contrary provided in this Agreement, none goodwill of the Company suppliers, customers, employees and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent others currently having business relations with any Law or which is expressly contemplated in this Agreementthe Company. (b) During From the Interim Perioddate hereof through the Closing Date or the termination of this Agreement, as the case may be, except as otherwise permitted or contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1consented to in writing by the Buyer, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, withheld or delayed), the Shareholders will cause the Company shall notto continue the operation of the Business of the Company in the ordinary course, and to maintain the assets, properties and rights of the Company in at least as good order and condition as exists on the date hereof, subject to ordinary wear and tear. Without limiting the generality of the foregoing, except as otherwise permitted or contemplated by this Agreement or consented to in writing by the Buyer, which consent shall cause its Subsidiaries not be unreasonably withheld or delayed, the Shareholders will not permit the Company to: (i) materially amendincur, modify discharge or supplement its Organizational Documents other than pursuant to satisfy any obligation or liability or any Security Interest, equities or claims, except in the ordinary course of business or in connection with the performance of this Agreement or as required by applicable LawAgreement; (ii) amend, waive incur any provision of, terminate prior to its scheduled expiration date, debt or otherwise compromise in increase the amount of any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contractexisting debt, other than in the ordinary course of business; (iii) increase or establish any reserve for taxes or other liabilities on its books or otherwise provide therefor, except for taxes or other liabilities arising in the ordinary course of business since December 31, 2004; write up or down the value of inventory or determine as collectible any notes or accounts receivable that were previously considered to be uncollectible; or voluntarily make any change in any of its methods of accounting or in any of its accounting principles or practices except as required by GAAP or applicable law; (iv) purchase, lease, sell, assign or transfer any material asset, property or business or waive or permit to lapse any material right, except in the ordinary course of business; or make or authorize any capital expenditures expenditure in excess of $250,000 individually for any project or set of related projects or $500,000 100,000 in the aggregate; (v) sell, lease, license make any loan to any Shareholder or otherwise dispose any relative or Affiliate of any Shareholder, or declare, set aside or pay to any Shareholder any dividend or other distribution in respect of its capital stock, transfer any asset or pay any money to any Shareholder or any relative or Affiliate of any Shareholder other than the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed hereinpayment of wages, (ii) sales of inventory salaries, bonuses and other benefits in the ordinary course consistent of business to Shareholders who are also employees of the Company; or enter into or agree to enter into any transaction with past practice, or (iii) not exceeding $50,000 per asset for the benefit of any Shareholder or $150,000 in any relative or Affiliate of any Shareholder other than the aggregatetransactions contemplated pursuant to this Agreement; (vi) pay, declare reclassify or promise to pay change in any dividends or other distributions with respect to its manner the outstanding shares of capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiariesissue or agree to issue, payments sell, transfer, pledge, encumber or deliver any stock, bond, debenture or other security of salarythe Company or any warrant, benefitsobligation, leasessubscription, commissions option, convertible security or other commitments under which any additional shares of capital stock of the Company may be authorized, issued or transferred from treasury except as contemplated by this Agreement and similar payments the other Transaction Documents; (vii) except as set forth in Schedule 6.03(b)(vii), grant any increase in the compensation payable to any officer, director, consultant, employee or agent, except for increases in the compensation payable in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal business to or greater than $150,000 or (B) in excess of ten (10%) for all employees in amounts and at times consistent with past practice; fail to pay or accrue for compensation payable to officers, directors, consultants, employees or agents in compliance with existing agreements or arrangements or consistent with prior periods; enter into or amend any contract for the aggregate employment of any officer, employee or materially increase other person that is not terminable upon 30 days notice or less without material liability to the bonus Company; enter into any contract or profit sharing policies of the Company Group collective bargaining agreement with any labor union; enter into or agree to enter into any bonus, pension, profit-sharing, retirement, stock purchase, stock option, deferred compensation, incentive compensation, hospitalization, insurance or similar plan, contract or understanding providing for employee benefits, other than in the ordinary course of business consistent with past practice; (viii) obtain or incur enter into any Indebtedness, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assetscontract, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums , that is not terminable upon 30 days notice or less is in full force and effect; (xii) without material liability to the Company; enter into any contract, except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice, continuing for a period of more than three months from its date that is not terminable upon 30 days notice or less without material liability to the Company; (xiiiix) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocationagreement or instrument, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into except in the ordinary course of business consistent with past practicespractice, relating to the primary purpose borrowing or lending of which is not related money or extension of credit or guarantee or indemnify any person or entity with respect to Taxes); any obligation for borrowed money or surrender otherwise or forfeit make or permit to be made any right amendment, modification, cancellation or termination of any material contract, agreement, lease, license, finance agreement or written evidence of indebtedness, except as contemplated by this Agreement; (x) extend credit to claim any customer in excess of amounts in accordance with past practice or depart from the normal and customary trade, discount and credit policies of the Company; (xi) settle any administrative or judicial proceedings; (xii) amend the certificate of incorporation or the bylaws of the Company in a material Tax refund; manner that would adversely affect or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, delay the Redomestication Intended Tax Treatmentconsummation of the transactions contemplated hereby; or (xvii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. (a) From the date hereof through the earlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”)Date, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable best efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is are expressly contemplated in this Agreement. (b) During From the Interim Period, except as contemplated by date hereof until and including the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1Closing Date, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable LawAgreement; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,0001,500,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year 1,500,000 (individually or $300,000 in the aggregate over the life of such Contract, other than in the ordinary course of businessaggregate); (iv) make any capital expenditures in excess of $250,000 1,500,000 (individually for any project or set of related projects or $500,000 in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts contracts or commitments disclosed herein, (ii) sales of inventory Inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate2,500,000; (vi) accept returns of products sold from Inventory except in the ordinary course, consistent with past practice; (vii) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (viiviii) authorize any salary increase (A) of more than fifteen percent (15%) % for any employee making an annual salary equal to or greater than $150,000 200,000 or (B) in excess of ten (10%) for all employees $200,000 in the aggregate on an annual basis or materially increase change the bonus or profit profit-sharing policies of the Company Group other than in the ordinary course of business consistent with past practice; (viiiix) obtain or incur any Indebtednessloan or other Indebtedness in excess of $5,000,000, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ixx) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (xxi) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xixii) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 1,500,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xiixiii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory Inventory or assets other than in the ordinary course of business consistent with past practice; (xiiixiv) with respect to the Company only, change the principal place of business or jurisdiction of organizationorganization other than pursuant to the Reincorporation Merger; (xivxv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants10,000; (xvxvi) issue, redeem or repurchase any share capital stock or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capitalcapital stock; (xvixvii) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatmentperiods; or (xviixviii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. (a) From the date hereof through until the earlier of the termination of this Agreement in accordance with Section 12.1 or and the Closing Date, except (i) as set forth on Schedule 6.01 of the Disclosure Schedules, (ii) if the Parent shall have consented in writing, where such consent shall not be unreasonably withheld, conditioned or delayed, (iii) as required by applicable Laws, (iv) any transactions expressly contemplated by the Pre-Closing Reorganization or (v) as otherwise expressly contemplated by this Agreement, (1) the Company shall conduct its business and the businesses of its Subsidiaries in the Ordinary Course of Business (except as required to comply with any quarantine, “Interim Periodstay at home”, social distancing, travel restrictions or any other similar directives issued by a Governmental Entity or any Law in response to the COVID-19 pandemic (collectively, “COVID-19 Measures”), (2) the Company shall, and shall cause its Subsidiaries to, conduct use commercially reasonable efforts to preserve intact their respective businesses businesses, their assets and their relationships with customers, suppliers and others having business dealings with them in all material respects only in the ordinary course, consistent with past practicesrespects, and keep available the services of their present officers and employees (except as required to comply with any COVID-19 Measures), and (3) the Company shall not, and shall cause not permit any of its Subsidiaries not to: a. except for issuances as may result from the exercise of Options that are outstanding as of the date hereof, issue, sell, grant or deliver any of its, or any of its Subsidiaries’, equity securities or issue, sell or grant any securities convertible into, or options with respect to, enter into or warrants to purchase or rights to subscribe for, or other securities with their value derived from the profits or equity returns of, any material transactions without the prior written consent of its or any of its Subsidiaries’ equity securities; b. effect any recapitalization, reclassification, distribution, equity split or like change in its capitalization; c. amend its Organizational Documents or any of the Parent (which consent shall not be unreasonably withheld, conditionedCompany’s Subsidiaries’ organizational documents; d. make any redemption or purchase of its, or delayed)any of its Subsidiaries’, and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships equity interests (other than with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything respect to the contrary provided in this Agreement, none repurchase of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement Common Shares (including any Transaction FinancingOptions) from former employees of a Group Company pursuant to existing agreements or any Company Plan) or as set forth on Schedule 7.1declare, without make or pay any dividend or distribution other than dividends declared, made or paid in the Parent’s prior consent (which consent shall not be unreasonably withheldOrdinary Course of Business; e. sell, conditionedassign or transfer any material portion of its assets, except for sales of obsolete assets or assets with de minimis or no book value; f. except non-exclusive licenses of any Company IP Rights in the Ordinary Course of Business, sell, assign, transfer, or delayedlicense any material Intellectual Property Rights; g. fail to maintain or allow to go abandoned any Company-Owned IP Rights; h. enter into (excluding extensions at the end of a term or upgrades in the Ordinary Course of Business), the Company shall nottransfer, and shall cause its Subsidiaries not to: terminate (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable Law; (ii) an expiration in accordance with its existing terms), modify, amend, waive any provision of, terminate prior to its scheduled expiration daterights under, or otherwise compromise in discharge any wayother party of any obligation under any Specified Material Contract; i. make any capital investment in, or any loan to, any Contract or other Person, except (i) pursuant to any other right or asset existing agreement as of the Company Group date of this Agreement or (ii) any loans made to holders of Options (whether made before, on or after the Purchaser Partiesdate hereof, which involve payments “Option Loans”) in excess the Ordinary Course of $100,000Business for the sole purpose of exercising such Options; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates j. fail to make capital expenditures in accordance with the payment capital expenditures budget existing as of more than $150,000 per year or $300,000 in the aggregate over the life date of such Contract, other than in the ordinary course of businessthis Agreement; (iv) k. make any commitment to make any capital expenditures in excess of $250,000 individually 1.5 million annually, except for any project or set of related projects or $500,000 such capital commitments that are reflected in the aggregateCompany’s current budget; (v) sell, lease, license l. enter into any Related Party Transactions or otherwise dispose of Interests; m. make any loan to any of the Company Group’s assets its directors, officers or assets covered by any Contract except employees other than (i) pursuant the advancement of business and travel expenses in the Ordinary Course of Business or to existing Contracts any of its other Affiliates or commitments disclosed herein(ii) any Option Loans made to holders of Options in the Ordinary Course of Business for the sole purpose of exercising such Options; n. except as required under the terms of any Company Plan or applicable Law: (i) grant any incentive awards or make any increase in the salaries, bonuses or other compensation and benefits payable by a Group Company to any of its employees, officers or directors, (ii) sales of inventory in the ordinary course consistent with past practiceterminate or materially amend any Company Plan, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vi) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice; (viii) obtain or incur any Indebtedness, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice; (xiii) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; adopt or enter into any Tax allocationplan, Tax sharingpolicy or arrangement for the current or future benefit of any officer or director of any Group Company that would be a Company Plan if it were in existence as of the date hereof, Tax indemnity (iv) accelerate the time of payment or other closing agreement relating vesting of any compensation and benefits of any employee or director of any Group Company (or pay to any material Taxes such individual any amount not otherwise due), (v) fund any rabbi trust or similar arrangement, (vi) hire or terminate any employee at the level of Vice President or above (other than a contract entered termination of employment for cause), or (vii) enter into any Contract, or take any other action, or modify the terms of employment of any employee at the level of Vice President or above outside of ordinary course salary adjustments; o. (i) commence any Action (other than customer collection matters in the ordinary course Ordinary Course of business consistent with past practicesBusiness), or (ii) compromise or settle any Action if (x) the primary purpose of which is not related amount payable by any Group Company in connection therewith would exceed $1 million, (y) such settlement would be reasonably likely to Taxes); or surrender or forfeit any right to claim have a material Tax refund; and adverse effect on the post-Closing operations of the business of any Group Company or knowingly take (z) such settlement, compromise or fail to take release contemplates or involves any action, which action admission of wrongdoing or failure to act prevents misconduct or impedes, provides for any relief or would reasonably be expected to prevent or impede, settlement other than the Redomestication Intended Tax Treatmentpayment of money; or (xvii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. Except as (ai) From contemplated by this Agreement and (ii) as set forth on the Company Disclosure Schedule, after the date hereof through and prior to the earlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”)Closing, the Company shallagrees that (except to the extent that Parent shall otherwise consent, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, delayed or conditioned) the Company shall conduct its operations in the ordinary course, or delayed), taking into account the advice and shall recommendations of the Advisory Committee,and will use their commercially reasonable efforts to preserve substantially intact their respective its present business focus while making commercially reasonable decisions regarding reductions in the Company's monthly expenditures vis-a-vis its monthly income, negotiating terminations of its Bridgewater and Plano office leases, and maintaining satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1it. Notwithstanding anything to Without limiting the contrary provided in this Agreement, none generality of the Company and its Subsidiaries shall be required to carry out any action or be prohibited foregoing, during the period from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms date of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1to the Closing, the Company shall not, without the prior written consent of Parent’s prior consent (, which consent shall not be unreasonably withheld, delayed or conditioned: (a) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of the Company, or delayed)repurchase, redeem or acquire any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company shall not, and shall cause or effect any stock split (forward or reverse) or otherwise change its Subsidiaries not to: (i) materially amend, modify capitalization or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable Lawcapital structure in any manner from the way it existed on the date hereof; (iib) amend, waive amend any provision of the Certificate of Incorporation or Bylaws of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any material term of any outstanding security issued by, the Company; (c) incur, assume or guarantee any indebtedness for borrowed money other right or asset of the Company Group or the Purchaser Parties, which involve payments than borrowings under existing short term credit facilities not in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contract, other than in the ordinary course of business; (iv) make any capital expenditures in excess of $250,000 individually for any project or set of related projects or $500,000 10,000 in the aggregate; (vd) sellchange any method of accounting or accounting practice by the Company, leaseexcept for any such change required by reason of a change in GAAP or the Internal Revenue Code of 1986, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except as amended; (i) pursuant except as set forth in the Company Disclosure Schedule, grant any severance or termination pay to existing Contracts any director, officer or commitments disclosed hereinemployee of the Company, (ii) sales enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of inventory in the ordinary course consistent with past practiceCompany, or (iii) not exceeding $50,000 per asset increase benefits payable under any existing severance or $150,000 in the aggregate; termination pay policies or employment agreements or (viiv) payincrease compensation, declare or promise to pay any dividends bonus or other distributions with respect benefits payable to its capital stock directors, officers or share capital, or pay, declare or promise to pay any other payments to any stockholder (other thanemployees of the Company, in the each case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice; (viiif) obtain issue any Company Securities other than pursuant to Company Options, warrants or incur any Indebtedness, including drawings under other Common Stock equivalents outstanding as of the Company Group’s existing lines date of credit, in an amount that exceeds $6,000,000 in the aggregatethis Agreement; (ixg) incur any acquire, dispose of or license assets material Lien on to the Company Group’s material assetsCompany, except for Permitted Liens or the Liens incurred sales of inventory in the ordinary course of business consistent with past practice; (x) , or acquire or dispose of capital stock of any third party, merge or consolidate with any third party; (h) enter into any joint venture, partnership or acquire similar agreement with any other Person or be acquired by any other Person; (xii) permit any material insurance policy protecting modify, amend or terminate any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to Company's Material Contracts, or greater than the coverage under the lapsed policy for substantially similar premiums waive, release or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make assign any material change in its accounting principles other than in accordance with rights or claims under any of the applicable accounting policies or methods or write down the value of any inventory or assets other than Company's Material Contracts, except in the ordinary course of business consistent with past practicebusiness; (xiiij) make any Tax election inconsistent with respect to the Company onlypast practice that, change the principal place of business individually or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course aggregate, would adversely affect in any material respect the Tax liability or Tax attributes of business or with the principal amount not exceeding $50,000Company, taken as a whole, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claimTax liability; (k) settle, noticecompromise or otherwise terminate any material litigation, audit report claim or assessment in respect of Taxes; or other settlement negotiation; (l) fail to maintain insurance covering the Company's material properties and assets under substantially similar terms and conditions as the Company's current policies; (m) enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax TreatmentMaterial Contract; or (xviin) undertake any legally binding obligation authorize, commit or agree to do take any of the foregoing actions except as otherwise permitted by this Agreement. Upon the execution and delivery of this Agreement, the Company and Parent shall establish a committee (the "Advisory Committee") for the purpose of, to the extent permitted by applicable laws, monitoring and advising the Company regarding its business, operations, reductions in force, monthly expenditures, capital spending, asset acquisition or disposition, budgets, and financial results (collectively, the "Advisory Issues"), between such date and the Closing (the "Interim Period") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and the Company as promptly as practicable following the Closing. The Advisory Committee members shall be provided with such current financial and operational information as they may request, and shall, during normal business hours and on reasonable notice, have access to the executive officers and managers of the Company. All Advisory Issues shall be presented to the Advisory Committee, together with sufficient background information, prior to final determination of such issues by the Board of Directors or management of the Company. The Company shall consider the recommendations of the Advisory Committee prior to making a final decision on any Advisory Issues. The Company and Parent agree that (i) any information provided by the Company to Parent or Parent's Advisory Committee representative pursuant to this paragraph, (ii) the content of Advisory Committee materials, communications or meetings and (iii) oral communications by executive officers and managers of the Company to Parent's Advisory Committee representative shall be considered Evaluation Material (as such term is defined in that certain confidentiality agreement dated July 1, 2002 between the Company and Parent (the "Confidentiality Agreement")) and shall be subject to the terms and conditions of the Confidentiality Agreement, except that the three year limitation contained in the third paragraph of the Confidentiality Agreement shall be increased to five (5) years for such Evaluation Material. The Company and the Parent also agree that any Advisory Committee representative of the Parent shall be considered a Representative under the Confidentiality Agreement. The Advisory Committee at all times shall consist of one individual to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Board of Directors of the Company and will be chaired by one of the individuals designated by Parent. All decisions of the Advisory Committee, which shall be dissolved as of the Closing, shall be agreed upon by the majority vote of the Advisory Committee members. Any actions of the Company which are in accordance with the decisions of the Advisory Committee shall be deemed to be in compliance with the Company's obligations and covenants set forth above in this Section 5.1. Nothing herein shall obligate the Board of Directors or management of the Company to (i) adopt the recommendations or proposals of the Advisory Committee or (ii) provide information to the Advisory Committee if the Board of Directors of the Company believes in good faith, after consultation with the Company's counsel that such action would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law. Any action of the Company taken in accordance with this paragraph shall be deemed to be in compliance with the Company's obligations and covenants set forth above in this Section 5.1. Without limiting the generality of the foregoing, the Company shall promptly notify Parent and the Advisory Committee of (i) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of the Company, (ii) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Entity, (iii) any material loss of or damage to any property, (iv) any material change in material existing relationships with outside third parties, (v) the institution or threat of any material litigation that could affect the Company, (vi) the failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement or (vii) any other matter that could result in a Material Adverse Effect. Notwithstanding the foregoing or anything contained herein to the contrary, nothing in this Agreement shall be construed to restrict the Company's operations in a manner which would violate applicable law. The Company shall indemnify and hold harmless Parent and those employees of Parent who render services to the Advisory Committee during the Interim Period under this Agreement from and against any claims or liabilities asserted against them relating to their services to the Advisory Committee hereunder (and Company hereby forever releases Parent and such persons from any claims by or liabilities to Company arising from or relating to such services to the Advisory Committee), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of the Company. During the Interim Period, Parent shall cause all of its employees to use their best efforts to (i) avoid doing anything to the competitive disadvantage of the Company vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of the Company obtained while performing services for or on behalf of the Company, (iii) not solicit any employees of the Company to terminate their relationship with the Company, and (iv) if requested by the Company to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Conduct of the Business of the Company. (a) From the date hereof through the earlier of Closing Date or the termination of this Agreement, as the case may be, except as otherwise permitted or contemplated by this Agreement or consented to in accordance with Section 12.1 or writing by the Closing (the “Interim Period”)Buyer, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses will (i) preserve in all material respects only the Business of the Company, (ii) use its reasonable efforts to keep available to the Company the services of all current officers and key employees identified on Schedule 4.36 and (iii) use its reasonable efforts to preserve in all material respects the ordinary coursegoodwill of the suppliers, customers, employees and others currently having business relations with the Company in a manner consistent with past practicesits normal practice. (b) From the date hereof through the Closing Date or the termination of this Agreement, and as the Company shall notcase may be, and shall cause its Subsidiaries not toexcept as otherwise permitted or contemplated by this Agreement or consented to in writing by the Buyer, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, withheld or delayed), the Company will continue the operation of the Business of the Company in the ordinary course and in a manner consistent with its normal practice, and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships maintain the assets, properties and rights of the Company in a manner consistent with key employeesits normal practice the date hereof, key suppliers subject to ordinary wear and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach tear. Without limiting the generality of this sentence)the foregoing, except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action otherwise permitted or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1consented to in writing by the Buyer, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, withheld or delayed), the Company shall not, and shall cause its Subsidiaries will not permit the Company to: (i) materially amendincur, modify discharge or supplement satisfy any obligation or liability or any Security Interest, equities or claims, except in the ordinary course of business in a manner consistent with its Organizational Documents other than pursuant to normal practice or in connection with the performance of this Agreement or as required by applicable LawAgreement; (ii) amend, waive incur any provision of, terminate prior to its scheduled expiration date, debt or otherwise compromise in increase the amount of any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contractexisting debt, other than in the ordinary course of businessbusiness in a manner consistent with its normal practice; (iii) increase or establish any reserve for taxes or other liabilities on its books or otherwise provide therefore, except for taxes or other liabilities arising in the ordinary course of business in a manner consistent with its normal practice since December 31, 2005; write up or down the value of inventory or determine as collectible any notes or accounts receivable that were previously considered to be uncollectible; or voluntarily make any change in any of its methods of accounting or in any of its accounting principles or practices except as required by GAAP or applicable law or in a manner consistent with its normal practice; (iv) purchase, lease, sell, assign or transfer any material asset, property or business or waive or permit to lapse any material right, except in the ordinary course of business; or make or authorize any capital expenditures expenditure in excess of $250,000 individually for any project or set of related projects or $500,000 50,000 in the aggregate; (v) sell, lease, license make any loan to any Shareholder or otherwise dispose any relative or Affiliate of any Shareholder, or declare, set aside or pay to any Shareholder any dividend or other distribution in respect of its capital stock, transfer any asset or pay any money to any Shareholder or any relative or Affiliate of any Shareholder other than the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed hereinpayment of wages, (ii) sales of inventory salaries, bonuses and other benefits in the ordinary course consistent of business to Shareholders who are also employees of the Company; or enter into or agree to enter into any transaction with past practice, or (iii) not exceeding $50,000 per asset for the benefit of any Shareholder or $150,000 in any relative or Affiliate of any Shareholder other than the aggregatetransactions contemplated pursuant to this Agreement; (vi) pay, declare reclassify or promise to pay change in any dividends or other distributions with respect to its manner the outstanding shares of capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiariesissue or agree to issue, payments sell, transfer, pledge, encumber or deliver any stock, bond, debenture or other security of salarythe Company or any warrant, benefitsobligation, leasessubscription, commissions option, convertible security or other commitments under which any additional shares of capital stock of the Company may be authorized, issued or transferred from treasury except as contemplated by this Agreement and similar payments the other Transaction Documents; (vii) except as set forth in Schedule 6.03(b)(vii), grant any increase in the compensation payable to any officer, director, consultant, employee or agent, except for increases in the compensation payable in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal business to or greater than $150,000 or (B) in excess of ten (10%) for all employees in amounts and at times consistent with past practice; fail to pay or accrue for compensation payable to officers, directors, consultants, employees or agents in compliance with existing agreements or arrangements or consistent with prior periods; enter into or amend any contract for the aggregate employment of any officer, employee or materially increase other person that is not terminable upon 30 days notice or less without material liability to the bonus Company; enter into any contract or profit sharing policies of the Company Group collective bargaining agreement with any labor union; enter into or agree to enter into any bonus, pension, profit-sharing, retirement, stock purchase, stock option, deferred compensation, incentive compensation, hospitalization, insurance or similar plan, contract or understanding providing for employee benefits, other than in the ordinary course of business consistent with past practice; (viii) obtain or incur enter into any Indebtedness, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assetscontract, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums , that is not terminable upon 30 days notice or less is in full force and effect; (xii) without material liability to the Company; enter into any contract, except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice, continuing for a period of more than three months from its date that is not terminable upon 30 days notice or less without material liability to the Company; (xiiiix) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocationagreement or instrument, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into except in the ordinary course of business consistent with past practicespractice, relating to the primary purpose borrowing or lending of which is not related money or extension of credit or guarantee or indemnify any person or entity with respect to Taxes); any obligation for borrowed money or surrender otherwise or forfeit make or permit to be made any right amendment, modification, cancellation or termination of any material contract, agreement, lease, license, finance agreement or written evidence of indebtedness, except as contemplated by this Agreement; (x) extend credit to claim any customer in excess of amounts in accordance with past practice or depart from the normal and customary trade, discount and credit policies of the Company; (xi) settle any administrative or judicial proceedings; (xii) amend the certificate of incorporation or the bylaws of the Company in a material Tax refund; manner that would materially adversely affect or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, delay the Redomestication Intended Tax Treatmentconsummation of the transactions contemplated hereby; or (xvii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. (a) From and after the date hereof through of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”)its terms, the Company shall, and the Company shall cause its Subsidiaries to, conduct their respective businesses except as expressly contemplated by this Agreement or any Ancillary Document, as is necessary or advisable in all material respects only in the ordinary courseconnection with a Company Financing, consistent with past practicesas required by applicable Law, and as set forth on Section 6.1(b) of the Company shall notDisclosure Schedules, and shall cause its Subsidiaries not to, enter into or as consented to in writing by SLAM (it being agreed that any material transactions without the prior written consent of the Parent (which request for a consent shall not be unreasonably withheld, conditioned, conditioned or delayed), (i) operate the business of the Company in the ordinary course in all material respects and shall (ii) use their commercially reasonable efforts to maintain and preserve substantially intact their respective in all material respects the business relationships with organization, assets, properties, key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none relations of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this AgreementCompany. (b) During Without limiting the Interim Periodgenerality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by the terms of this Agreement (including or any Transaction Ancillary Document, as is necessary or advisable in connection with a Company Financing) or , as required by applicable Law, as set forth on Schedule 7.1, without Section 6.1(b) of the Parent’s prior Company Disclosure Schedules or as consented to in writing (including by email) by SLAM (which such consent (which consent to the extent related to any of the foregoing), shall not be unreasonably withheld, conditioned, conditioned or delayed), not do any of the Company shall not, and shall cause its Subsidiaries not tofollowing: (i) materially amendadopt any amendments, modify supplements, restatements or supplement its Organizational Documents other than pursuant modifications to this Agreement or as required by applicable Lawthe Company’s Governing Documents; (ii) amenddeclare, waive set aside, make or pay a dividend on, or make any provision other distribution or payment in respect of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset Equity Securities of the Company Group or repurchase any outstanding Equity Securities of the Purchaser PartiesCompany, which involve payments in excess other than dividends or distributions, declared, set aside or paid by any of $100,000the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company; (iii) modify(A) merge, amend consolidate, combine or enter into amalgamate the Company with any contractPerson or (B) purchase or otherwise acquire (whether by merging or consolidating with, agreementpurchasing any Equity Security in or a substantial portion of the assets of, license oror by any other manner) any corporation, commitmentpartnership, which obligates association or other business entity or organization or division thereof, so long as such acquisition does not result in any required changes to the payment of more Audited Financial Statements or the Additional Required Company Financial Statements; (iv) transfer, issue, sell, grant (other than $150,000 per year as permitted by or $300,000 provided for in Section 6.1(b)(viii) in the aggregate over case of equity incentives) or otherwise directly or indirectly dispose of, or subject to a Lien, (A) any Equity Securities of the life Company or (B) any options to the Named Senior Executives (or any of such Contractthem), warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating the Company to issue, deliver or sell any Equity Securities of the Company, other than the issuance of Company Shares upon the exercise, conversion, exchange or similar disposition of any Equity Securities under the Company Equity Plan outstanding on the date of this Agreement (or issued after the date hereof in compliance with this Agreement) in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement; (v) incur, create or assume any Indebtedness, other than Indebtedness in the ordinary course (including revolving credit drawings, capital leases, deferred purchase price obligations and trade payables) greater than $10,000,000; (vi) cancel or forgive any Indebtedness in excess of $1,000,000 owed to the Company; (vii) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business; (ivviii) make any capital expenditures in excess of $250,000 individually for any project except as required by applicable Law or set of related projects or $500,000 in under the aggregate; (v) sell, lease, license or otherwise dispose terms of any Employee Benefit Plan of the Company Group’s assets or assets covered by any Contract except (ithat is set forth on the Section 3.15(a) pursuant to existing Contracts or commitments disclosed hereinof the Company Disclosure Schedules, (iiA) sales establish, adopt, materially modify, materially amend, terminate or materially increase the coverage of inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vi) pay, declare or promise to pay benefits available under any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant Employee Benefit Plan of the Company or its Subsidiariesany benefit or compensation plan, payments policy, program or Contract that would be an Employee Benefit Plan if in effect as of salarythe date of this Agreement, benefits(B) take any action to accelerate any payment, leasesright to payment, commissions and similar payments or benefit, or the funding of any payment or benefit, right to payment or benefit, payable or to become payable to the Named Senior Executives (or any of them) except as part of the Compensation Committee Process, (C) announce, grant, or promise to grant, any compensation or benefits to any Named Senior Executive except as part of the Compensation Committee Process, (D) materially increase the compensation or benefits provided to any current or former director or any Named Senior Executives other than (x) annual salary increases in the ordinary course of business, which are consistent with past practices and (y) as part of the Compensation Committee Process, or (E) hire, engage, terminate (without cause), furlough, or temporarily lay off any Named Senior Executive; (viiix) authorize negotiate, enter into, modify, terminate, or extend any salary increase CBA or recognize or certify any labor union, labor organization, works council, or employee representative as the bargaining representative for any employee; (x) waive or release any noncompetition, nonsolicitation, no-hire, nondisclosure, nondisparagement, noninterference or other restrictive covenant obligation of any Named Senior Executive; (xi) implement any employee layoff, plant closing, reduction in force, work schedule charges, or other such action that implicates WARN; (A) of more than fifteen percent make (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice), change, or revoke any material Tax election; (B) enter into any settlement or compromise (including any closing agreement or other written agreement) with any Tax Authority relating to any Tax matter; (C) abandon or fail to conduct any audit, examination, or other Action in respect of a Tax or Tax Return; (D) file any amended Tax Return; (E) consent to any extension or waiver of the statutory period of limitations applicable to any Tax or Tax Return; (F) enter into any Tax sharing agreement; (G) adopt or change a method of Tax accounting with respect to material Taxes; (H) change an accounting period with respect to Taxes or (I) take any action or knowingly fail to take any action where such action or failure could reasonably be expected to prevent the Merger or the Domestication from qualifying for the Intended Tax Treatment; (viiixiii) obtain enter into any settlement, conciliation or incur any Indebtedness, including drawings under similar Contract the performance of which would involve the payment by the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to 5,000,000, in the aggregate, or greater than that imposes, or by its terms will impose at any point in the coverage under future, any material, non-monetary obligations on the lapsed policy for substantially similar premiums Company (or less is in full force and effectTopco or any of its Affiliates after the Closing); (xiixiv) except as authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the Company; (xv) make any change in the Company’s accounting methodology, practice or policy in any material respect, other than changes required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets ; (xvi) other than in the ordinary course of business consistent with past practice; (xiii) with respect business, amend, modify or terminate any Material Contract in a manner that is materially adverse to the interests of the Company only(excluding, change for the principal place avoidance of business doubt, any expiration or jurisdiction automatic extension or renewal of organizationany such Material Contract pursuant to its terms); (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment; or (xvii) undertake enter into, amend, modify, or waive any legally binding obligation material benefit to do or material right of the Company with respect to any Company Related Party Transaction; (xviii) enter into any Contract to take, or cause to be taken, any of the foregoingactions set forth in this Section 6.1. Notwithstanding anything in this Section 6.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give SLAM, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of the Business of the Company. (a) From the date hereof through the earlier of Closing Date or the termination of this Agreement, as the case may be, except as otherwise permitted or contemplated by this Agreement or consented to in accordance with Section 12.1 writing by the Buyer which consent shall not be unreasonably withheld or the Closing (the “Interim Period”)delayed, the Shareholders will cause the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses to use commercially reasonable efforts to preserve the Business in all material respects only respects. (b) From the date hereof through the Closing Date or the termination of this Agreement, as the case may be, except as otherwise permitted or contemplated by this Agreement or consented to in writing by the Buyer, which consent shall not be unreasonably withheld or delayed, the Shareholders will cause the Company to continue the operation of the Business in the ordinary course, Ordinary Course consistent with past practices, and to use commercially reasonable efforts to maintain the assets, properties and rights of the Company shall notin at least as good order and condition as exists on the date hereof, subject to ordinary wear and shall cause its Subsidiaries not to, enter into any material transactions without tear. Without limiting the prior written consent generality of the Parent (foregoing, except as otherwise permitted or contemplated by this Agreement or consented to in writing by the Buyer, which consent shall not be unreasonably withheld, conditioned, withheld or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of Shareholders will not permit the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amendincur, modify discharge or supplement its Organizational Documents other than pursuant to satisfy any obligation or liability or any Security Interest, or claim, except in the ordinary course of business or in connection with the performance of this Agreement or as required by applicable LawAgreement; (ii) amend, waive incur any provision of, terminate prior to its scheduled expiration date, debt for borrowed money or otherwise compromise in increase the amount of any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contractexisting debt for borrowed money, other than in the ordinary course of business; (iii) increase or establish any reserve for taxes or other liabilities on its books or otherwise provide therefore, except for taxes or other liabilities arising in the Ordinary Course of Business since December 31, 2006; write up or down the value of inventory or determine as collectible any notes or accounts receivable that were previously considered to be uncollectible; or voluntarily make any change in any of its methods of accounting or in any of its accounting principles or practices except as required by GAAP or applicable law; (iv) purchase, lease, sell, assign or transfer any material asset, property or business or waive or permit to lapse any material right, except in the Ordinary Course of Business; or make or authorize any capital expenditures expenditure in excess of $250,000 individually for any project or set of related projects or $500,000 in the aggregate25,000; (v) sell, lease, license make any loan to either Shareholder or otherwise dispose of any relative or Affiliate of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed herein, (ii) sales of inventory in the ordinary course consistent with past practiceShareholders, or (iii) not exceeding $50,000 per declare, set aside or pay to the Shareholder any dividend or other distribution in respect of its capital stock, transfer any asset or $150,000 in the aggregate; (vi) pay, declare or promise to pay any dividends money to the Shareholder or other distributions with respect to its capital stock any relative or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant Affiliate of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase Shareholder other than (A) the payment of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group wages, salaries, bonuses and other than benefits in the ordinary course of business consistent to the Shareholder in his capacity as an employee of the Company and (B) to pay S-corporation taxes on the income of the Company; or enter into or agree to enter into any transaction with past practiceor for the benefit of the Shareholder or any relative or Affiliate of the Shareholder other than the transactions contemplated pursuant to this Agreement. Notwithstanding the foregoing, Buyer acknowledges that the Company may pay bonuses to members of the Gantt family and declarx xxx pay dividends to the Shareholder, provided that the same do not cause the Company to fail to meet the condition set forth in Section 8.1(g) and shall be considered when computing the adjustment provided for in Section 2.3(c); (viiivi) obtain reclassify or incur change in any Indebtedness, including drawings under manner the outstanding shares of capital stock of the Company Group’s existing lines or issue or agree to issue, sell, transfer, pledge, encumber or deliver any stock, bond, debenture or other security of creditthe Company or any warrant, in an amount that exceeds $6,000,000 in obligation, subscription, option, convertible security or other commitments under which any additional shares of capital stock of the aggregateCompany may be authorized, issued or transferred from treasury except as contemplated by this Agreement and the other Transaction Documents; (ixvii) incur grant any material Lien on increase in the Company Group’s material assetscompensation payable to any officer, director, consultant, employee or agent, except for Permitted Liens or increases in the Liens incurred compensation payable in the ordinary course of business to employees in amounts and at times consistent with past practice; enter into or amend any contract for the employment of any officer, employee or other person so that it may not be terminated upon 30 days notice or less without material liability to the Company; enter into any contract or collective bargaining agreement with any labor union; enter into or agree to enter into any bonus, pension, profit-sharing, retirement, stock purchase, stock option, deferred compensation, incentive compensation, hospitalization, insurance or similar plan, contract or understanding providing for employee benefits, other than in the Ordinary Course of Business; (viii) enter into any contract, except in the Ordinary Course of Business, that is not terminable upon 30 days notice or less without material liability to the Company; (ix) extend credit to any customer in excess of amounts in accordance with past practice or depart from the normal and customary trade, discount and credit policies of the Company; (x) merge settle any material administrative or consolidate with or acquire any other Person or be acquired by any other Personjudicial proceedings; (xi) permit any material insurance policy protecting any amend the certificate of incorporation or the bylaws of the Company Group’s material assets with an aggregate coverage amount in excess a manner that would adversely affect or delay the consummation of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect;transactions contemplated hereby; or (xii) except as required by U.S. GAAP or applicable Law, make any material change investment in its accounting principles other than in accordance with the applicable accounting policies assets or methods or write down the value securities of any inventory or assets other than in the ordinary course of business consistent with past practice; (xiii) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment; or (xvii) undertake any legally binding obligation to do any of the foregoingPerson.

Conduct of the Business of the Company. (a) From the date hereof through the earlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”)Date, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is are expressly contemplated in this Agreement. (b) During From the Interim Period, except as contemplated by date hereof until and including the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1Closing Date, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable LawAgreement; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,0005,000,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year 5,000,000 (individually or $300,000 in the aggregate over the life of such Contract, other than in the ordinary course of businessaggregate); (iv) make any capital expenditures in excess of $250,000 5,000,000 (individually for any project or set of related projects or $500,000 in the aggregate); (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts contracts or commitments disclosed herein, (ii) sales of inventory Inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate7,500,000; (vi) accept returns of products sold from Inventory except in the ordinary course, consistent with past practice; (vii) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (viiviii) authorize any salary increase (A) of more than fifteen percent (15%) % for any employee making an annual salary equal to or greater than $150,000 100,000 or (B) in excess of ten (10%) for all employees $100,000 in the aggregate on an annual basis or materially increase change the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice; (viiiix) obtain or incur any Indebtednessloan or other Indebtedness in excess of $5,000,000, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ixx) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (xxi) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xixii) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 5,000,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xiixiii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory Inventory or assets other than in the ordinary course of business consistent with past practice; (xiiixiv) with respect to the Company only, change the principal place of business or jurisdiction of organizationorganization other than pursuant to the Reincorporation Merger; (xivxv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants10,000; (xvxvi) issue, redeem or repurchase any share capital stock or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capitalcapital stock other than pursuant to the Company Plan; (xvixvii) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatmentperiods; or (xviixviii) undertake any legally binding obligation to do any of the foregoing.

Conduct of the Business of the Company. (a) From During the period from the date hereof through of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Closing (the “Interim Period”)Effective Time, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in all material respects only in operate the ordinary course, consistent with past practices, and the Company shall not, and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Periodsubsidiaries, except as contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable Law; (ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contract, other than in the ordinary course of business; (iv) make any capital expenditures in excess of $250,000 individually for any project or set of related projects or $500,000 in the aggregate; (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed herein, (ii) sales of inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vi) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group other than in the ordinary course of business consistent with past practice;practices, except (a) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed) or (b) as specifically contemplated by this Agreement. The Company agrees to pay Indebtedness for borrowed money and Taxes of the Company and its subsidiaries in the ordinary course of business (subject to the right of Parent to review and approve any Tax Returns in accordance with this Agreement), to use commercially reasonable efforts to (A) pay or perform other obligations when due, and, to the extent consistent therewith, to preserve intact the present business organizations of the Company and its subsidiaries, (B) keep available the services of the present officers and Employees of the Company and its subsidiaries, (C) preserve the assets of the Company and its subsidiaries and (D) preserve the beneficial relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired, in all material respects, the goodwill and ongoing businesses of the Company and its subsidiaries at the Closing. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed), (iii) as specifically disclosed in Section 4.1 of the Disclosure Schedule or (iv) as otherwise required by Law, the Company shall not from and after the date of this Agreement: (viiia) obtain make any capital expenditure or incur any Indebtednessliabilities or obligations in respect thereof, including drawings under other than capital expenditures (excluding, for the Company Group’s existing lines avoidance of creditdoubt, capitalized software development costs and content production costs) set forth in an amount the budget attached to Section 4.1 of the Disclosure Schedule, or any capital expenditures that exceeds do not exceed $6,000,000 100,000 individually or $250,000 in the aggregate; (ixi) incur sell or license or transfer to any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by entity any other Person; (xi) permit any material insurance policy protecting any of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice; (xiii) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating rights to any material Taxes Company IP (other than a contract non-exclusive agreements to Company IP (not including rights in any Company Source Code that have been entered into in the ordinary course of business consistent with past practicespractices that, (ii) enter into any agreement with respect to the primary purpose development of which is not related to Taxes); any Intellectual Property Rights or surrender or forfeit any right to claim Technology with a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedesthird party, or (iii) change pricing charged by the Company or any of its subsidiaries to its customers or licensees, or the pricing set or charged by Persons who have licensed or obtained access to Company Products; (c) other than to the extent necessary to reflect any actions otherwise permitted pursuant to this Section 4.1, terminate or extend, or materially amend, waive, modify, or violate the terms of, any Contract disclosed on the Disclosure Schedule (or agree to do so), or enter into any Contract which would constitute a Material Contract had such Contract been entered into prior to the date hereof, but solely if such Contract would reasonably be expected to prevent result in payments to the Company in excess of $500,000 on an annual basis, or impede, to cause the Redomestication Intended Tax Treatment; orCompany to incur more than $100,000 of expenditures on an annual basis; (xviid) undertake engage in or enter into any legally binding obligation material transaction or commitment, or relinquish any material right, outside the ordinary course of the business of the Company and its subsidiaries consistent with past practice; (e) initiate or settle any litigation, other than to do enforce its rights under this Agreement; (f) defer revenue or prepay expenses outside the ordinary course of business or for the purpose of increasing accounts receivable at the expense of Closing Cash; (g) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock or the capital stock of any of the foregoingCompany’s subsidiaries, or split, combine or reclassify any Company Capital Stock or the capital stock of any of the Company’s subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or the capital stock of any of the Company’s subsidiaries, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of Company Capital Stock or the capital stock of any of the Company’s subsidiaries (or options, warrants or other rights exercisable therefor) except in accordance with the agreements evidencing Company Options or restricted stock awards that are outstanding on the date hereof and disclosed in the Disclosure Schedule; (h) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of Company Capital Stock or the capital stock of any of the Company’s subsidiaries or any securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities, other than issuances of Company Capital Stock or the capital stock of any of the Company’s subsidiaries pursuant to exercises of Company Options in existence as of the date hereof and in accordance with their terms; (i) cause or permit any amendments to the Charter Documents or organizational documents of any of the Company’s subsidiaries or other organizational documents of the Company (whether by merger or otherwise); (j) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its subsidiaries; (k) purchase or sell (or enter into any agreement to purchase or sell) any interest in real property, grant any security interest in real property, enter into any lease, sublease, license, grant any right to occupy or use, or enter into any lease, sublease, license, or other use or occupancy agreement with respect to any real property, or alter, amend, modify or terminate any of the terms of any Lease Agreements or other Contract with respect to real property, or sell or grant any security interest in, or lease, sublease, license or grant any right to use any of the tangible assets of the Company or any of its subsidiaries material to the conduct of the business of the Company and its subsidiaries; (l) incur or guarantee any Indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others, or create a Lien over any of its assets (other than Permitted Liens); (m) grant any loans to others or purchase debt securities of others or amend the terms of any outstanding loan agreement; (n) grant any severance or termination pay (in cash, equity or otherwise) to any Employee, except pursuant to the Company Employee Plans set forth in the Disclosure Schedule and provided to Parent or pursuant to standard written agreements outstanding on the date hereof and disclosed in the Disclosure Schedule, or adopt any new severance plan, or amend or modify or alter in any respect any severance plan, agreement or arrangement existing on the date hereof; (o) hire, offer to hire or terminate (other than for cause and provided the Company notifies Parent of such termination within three (3) Business Days of the termination date) any employees of the Company or any of its subsidiaries; (p) send any material written notices or other written communication materials (including electronic communications) to its Employees regarding this Agreement or the transactions contemplated hereby (for purposes hereof any communication distributed to more than 25 recipients is deemed material); (q) make any representations or issue any communications to Employees that are inconsistent with this Agreement or the transactions contemplated thereby, including any representations regarding offers of employment from Parent; (r) adopt, amend or fail to maintain any Company Employee Plan, enter into any employment contract, pay or agree to pay any special bonus or special remuneration to any director or Employee, or increase or agree to increase the salaries, wage rates, or other compensation or benefits of its Employees except payments made pursuant to this Agreement or standard written agreements outstanding on the date hereof and disclosed in the Disclosure Schedule; (s) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of any Company Options or reprice any Company Options or authorize cash payments in exchange for any Company Options; (t) revalue any of its assets (whether tangible or intangible), including without limitation writing off notes or accounts receivable, settle, discount or compromise any accounts receivable, or reverse any reserves other than in the ordinary course of business and consistent with past practice; (u) make or change any material Tax election, adopt or change any Tax accounting method, enter into any closing agreement, “voluntary disclosure agreement” or similar process or Tax ruling, settle or compromise any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or file any income or other material Tax Return (including any amended Tax Return) unless, prior to filing or amending such Tax Return, Parent has the opportunity to review such Tax Return within a reasonable period prior to the due date for filing and Parent has consented to such filing (such consent not to be unreasonably withheld or delayed); (v) enter into any license, distribution, reseller, OEM, joint venture or joint marketing or any similar arrangement or agreement (other than non-exclusive licenses of the Company Products to end-users pursuant to agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Standard Form Agreements); (w) adopt or change the accounting policies or procedures of the Company or its subsidiaries, including with respect to reserves for excess or obsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, billing and invoicing policies, or payment or collection policies or practices; (x) take, commit or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(w), inclusive. If the Company desires to take an action which would be prohibited pursuant to Section 4.1 hereof without the written consent of Parent, prior to taking such action the Company may request such written consent by sending an e-mail to each of the Contact Persons. Any of the parties set forth above may grant consent on behalf of Parent to the taking of any action that would otherwise be prohibited pursuant to Section 4.1 by e-mail or such other notice that complies with the provisions of Section 9.1. Parent shall not unreasonably delay in providing a response to the Company’s request, and Parent’s failure to provide a response within five (5) Business Days after receipt of any such request shall be deemed an acceptance of such request by Parent.

Conduct of the Business of the Company. (a) From During the period from the date hereof through the earlier of the termination of this Agreement in accordance with Section 12.1 or to the Closing (the “Interim Period”)Effective Time, the Company shall, and shall cause each the Company Subsidiary to: (i) conduct its Subsidiaries to, conduct their respective businesses in all material respects only business in the usual, regular and ordinary course, course consistent with past practicespractice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact for the Company shall notand Parent its business organization, employees, goodwill with customers and shall cause its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective advantageous business relationships with and retain the services of its officers and key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that iii) except as required by law or regulation, take no action that would adversely affect or failure delay the ability of any of the Parties to act permitted by Section 7.1(b) shall constitute a breach obtain any Consent from any Regulatory Authority or other approvals required for the consummation of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything the transactions contemplated hereby or to the contrary provided in perform its covenants and agreements under this Agreement, none of and (iv) take no action that results in or that would reasonably be expected to result in a Material Adverse Effect on the Company, provided that compliance with the forgoing shall not require the Company and its Subsidiaries shall be required to carry out violate any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in other provision of this Agreement. (b) During the Interim Periodperiod from the date of this Agreement to the Effective Time, except as contemplated required by law, regulation or the terms provisions of this Agreement (including Agreement, neither the Company nor any Transaction Financing) Company Subsidiary shall, without the prior written consent of Parent or as set forth in this Agreement: (i) change, delete or add any provision of or to its Certificate of Incorporation or Bylaws or other governing documents of any such entity; (ii) (A) change the number of shares of the authorized, issued or outstanding Company Capital Stock, including any issuance, purchase, redemption, split, combination or reclassification thereof, (B) issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock, including without limitation any Company Restricted Stock Awards; or (C) declare, set aside or pay any dividend or other distributions; (iii) with respect to borrowings, incur any liabilities or material obligations (other than deposit liabilities and short-term borrowings (including FHLB borrowings and correspondent bank borrowings) with maturities of six months or less in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) make any capital expenditures individually in excess of $5,000 and collectively in excess of $10,000, other than expenditures necessary to maintain existing assets in good repair; (v) except as set forth on Company Disclosure Schedule 7.13.14(a), without sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein; (a) enter into, adopt or terminate any employee benefit or compensation plan, program, practice, policy, contract or arrangement for the Parentbenefit or welfare of any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), (b) amend (whether in writing or through the interpretation of) any Employee Plan of the Company or any Company Subsidiary, (c) increase the compensation or benefits payable to any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), except for annual base salary or wage increases for employees (other than executive officers) in the ordinary course of business and set forth in Company Disclosure Schedule 5.1(b)(vi), that do not exceed, with respect to any individual, two percent (2.0%) of such individual’s prior base salary or wage rate in effect as of the date hereof, and do not exceed two percent (2.0%) in the aggregate for all non-executive officer employees, (d) pay or award, or commit to pay or award, any bonuses or incentive compensation, (e) grant or accelerate the vesting of any equity or equity-based awards or other compensation, (f) negotiate or enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (g) fund any rabbi trust or similar arrangement, (h) terminate the employment or services of any officer or any employee whose annual base salary (or annual base compensation, in the case of any independent contractor or consultant) is equal to or greater than $50,000, other than for cause (as determined in the ordinary course of business), (i) hire or promote any officer or any employee, independent contractor or consultant whose annual base salary (or annual base compensation, in the case of any independent contractor or consultant) is equal to or greater than $10,000, except for any hire or promotion upon the consent of Parent (which consent shall not be unreasonably withheld), conditionedto replace an employee who has terminated his or her employment at a target total annual compensation less than or equal to the replaced employee, or delayed(j) waive, release or limit any Restrictive Covenant obligation of any current or former officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries; (vii) except as set forth on Company Disclosure Schedule 5.1(b), enter into or extend any agreement requiring payments by the Company in excess of $5,000, including but not limited to any lease or license relating to real property, personal property, data processing or bankcard functions, other than in connection with capital expenditures permitted under Section 5.1(b)(iv) and sales and dispositions permitted under Section 5.1(b)(v); (viii) acquire or agree to acquire one percent (1%) or more of the assets or equity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant consult with Parent with respect to this Agreement or as required by applicable Lawany such foreclosures; (iiix) amendoriginate, waive purchase, extend or grant (a) any provision ofloan or extension of credit, terminate prior including modifications to its scheduled expiration dateany loans existing on the date hereof, or otherwise compromise in any way, any Contract or any other right or asset of the Company Group or the Purchaser Parties, which involve payments principal amount in excess of $100,000250,000, or (b) any non-owner occupied construction loan, business equipment loan, manufactured housing loan, marine or boat loan, airplane loan or loan not in compliance with board approved policies of the Company Bank in effect as of the date hereof, in any amount, provided that with respect to (a) and (b) of this paragraph (ix), the prior written consent of Parent shall not be unreasonably withheld. For any proposed extension of credit for which Company shall seek the prior consent of Parent, Company shall send the credit write-up for the proposed credit to (1) Xxxxxxxxxxx Xxxxxxxxx, Executive Vice President and Chief Credit Officer, and (2) Xxxxxx X’Xxxxxxx, Executive Vice President and COO, and if Parent does not (i) object in writing to the proposed credit or (ii) request reasonable additional information on the proposed credit, within two (2) Business Days of receipt of the credit write-up, Parent shall be deemed to have consented to the origination of such credit. If Company sends additional information on the proposed credit to Parent, and Parent does not (i) request any further additional information on the proposed credit or (ii) object in writing to the proposed credit, within two (2) Business Days of receipt of the initial additional information, Parent shall be deemed to have consented to the origination of such credit; (iiix) modifyfile any notices or applications or make any contract with respect to branching by the Company (whether de novo, amend purchase, sale or relocation), open, relocate or close any branch office, loan production office or other significant office or operations facility of it or its Subsidiaries, or acquire or construct, or enter into any contractagreement to acquire or construct, agreementany interest in real property other than in connection with foreclosure proceedings; (xi) form any new Subsidiary; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, license orexcept in a manner and pursuant to policies consistent with the Company’s past practices; (xiii) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 and 8 not being satisfied; (xiv) purchase or sell or otherwise acquire any investment securities other than U.S. Treasury securities, commitmentU.S. Government agency securities or mortgage-backed securities guaranteed by an agency of the U.S. Government, which obligates the payment of more than $150,000 per year or $300,000 in each case purchased in the aggregate over ordinary course of business consistent with past practices and in accordance with the life Company’s investment policy; (xv) (A) commence any cause of action (other than counter-claims brought in any action in which the Company is a defendant) or proceeding other than in accordance with past practice or (B) settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it for material money damages or restrictions upon any of the Company’s operations; provided that the amount for which the Company or any of its Subsidiaries is liable, net of any insurance recoveries received by the Company or any of its Subsidiaries, for all such Contractsettlements shall not exceed $25,000 in the aggregate; (xvi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a party, other than in the ordinary course of business; (iv) make any capital expenditures in excess of $250,000 individually for any project or set of related projects or $500,000 in the aggregate; (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed herein, (ii) sales of inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vixvii) payenter into, declare renew, extend or promise modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to pay existing policies; (xviii) enter into any dividends futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other distributions agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xix) except for the execution of this Agreement, and actions taken or that will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xx) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to its capital stock the possible loss thereon or share capitalthe charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, or payas advised by the Company’s independent public accountants; (xxi) except for the execution of this Agreement, declare or promise and the transactions contemplated therein, take any action that would give rise to pay any other payments an acceleration of the right to payment to any stockholder (other than, in the case of individual under any stockholder that is an employee, officer director or consultant Employee Plan of the Company or its any Company Subsidiaries, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (viixxii) authorize enter into any salary increase (A) new line of more than fifteen percent (15%) for business, or purchase or otherwise acquire, or sell or otherwise dispose of, any employee making an annual salary equal to assets or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group incur any liabilities other than in the ordinary course of business consistent with past practicepractices and policies or otherwise permitted under this Agreement; (viiixxiii) obtain foreclose upon or incur take a deed or title to any Indebtedness, including drawings under commercial real estate without first conducting a Phase I environmental assessment of the Company Group’s existing lines property or if such assessment indicates the presence of credit, in Hazardous Material or an amount that exceeds $6,000,000 in the aggregateunderground storage tank; (ixxxiv) incur make any material Lien on written communications to the directors, officers or employees of the Company Group’s material assetsor any Company Subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Parent with a copy or description of the intended communication, which Parent shall promptly review and comment on, and Parent and the Company shall cooperate in providing any such mutually agreeable communication; (xxv) issue any broadly distributed communication of a general nature to customers without the prior approval of Parent (which shall not be unreasonably withheld), except as required by law or for Permitted Liens or the Liens incurred communications in the ordinary course of business consistent with past practicepractice that do not relate to the Merger or other transactions contemplated hereby; (xxxvi) materially reduce the amount of insurance coverage or fail to renew any material existing insurance policy, in each case, with respect to the key employees, properties or assets of the Company or any Company Subsidiary; (xxvii) purchase any bank owned life insurance; (xxviii) use any credits under or in connection with the Company’s current core platform data processing contract; (xxix) reduce any of the Company’s loan loss or other reserves, except as may be required under GAAP; (xxx) merge or consolidate itself or any of its Subsidiaries with or acquire any other Person or be acquired by any other Person, or restructure, reorganize or completely or partially liquidate or dissolve itself or any of its Subsidiaries; (xixxxi) permit defer any material insurance policy protecting compensation or make any of payments to officers or directors under the Company GroupBank’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions Nonqualified Deferred Compensation Plan or Directors’ Fee Deferral and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice; (xiii) with respect to the Company only, change the principal place of business or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of TaxesDeath Benefit Plan; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment; or (xviixxxii) undertake any legally binding obligation agree to do any of the foregoing.

Conduct of the Business of the Company. (a) From the date hereof through until the earlier of the Effective Time and the termination of this Agreement, except as expressly contemplated by or permitted by this Agreement in accordance with Section 12.1 or the Closing (other Specified Agreements, except as set forth in Section 6.1 of the “Interim Period”)Company Disclosure Letter or as consented to in writing by Parent or except as required by applicable Law, the Company shall, and shall cause its each of the Post-Restructuring Company Subsidiaries and each of the Purchased Entities to, conduct their respective businesses its business in all material respects only in the ordinary course, course consistent with past practicespractice and, and to the Company shall notextent consistent therewith, and shall cause use its Subsidiaries not to, enter into any material transactions without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable best efforts to (i) preserve substantially intact their respective its present business organization, (ii) maintain in effect all of its material licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its officers and key employees and (iv) maintain its key relationships with its material lessors, customers, lenders, suppliers, contractors, joint venture parties, working interest parties and others having material business relationships with key employeesit and with Governmental Entities with jurisdiction over oil and gas-related matters; provided, key suppliers and other Persons with whom they have material business dealings (it being understood however, that no action or failure with respect to act permitted matters specifically addressed by any provision of Section 7.1(b6.1(b) shall be deemed a breach of this Section 6.1(a) unless such action would constitute a breach of such other provision. (b) From the date hereof until the earlier of the Effective Time and the termination of this sentence)Agreement, except as expressly contemplated or permitted by this Agreement or the other Specified Agreements, except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none Section 6.1 of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement (including any Transaction Financing) Disclosure Letter or as set forth on Schedule 7.1, without the Parent’s prior consented to in writing by Parent (such consent (which consent shall not to be unreasonably withheld, conditioned), or delayed)except as required by applicable Law, the Company shall not, and nor shall cause its it permit any of the Post-Restructuring Company Subsidiaries not or any of the Purchased Entities to, directly or indirectly: (i) materially amendamend or modify, modify or supplement permit the adoption of any amendment or modification to, any of its Organizational Documents other than pursuant to this Agreement or as required by applicable LawConstituent Documents; (ii) amend(A) declare, waive authorize, set aside, make or pay any provision dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than the AHD Distribution and dividends or distributions paid to the Company or any wholly owned Company Subsidiaries by any wholly owned Company Subsidiaries, (B) split, combine or reclassify any of its Securities or propose the issuance of any Securities in respect of, terminate prior to in lieu of, or in substitution for shares of its scheduled expiration dateSecurities, or otherwise compromise amend the terms of its Securities, (C) enter into any agreement with respect to the voting of any of its Securities, or (D) repurchase, redeem or otherwise acquire any of its Securities or Equity Rights (except in any wayconnection with the exercise of Company Stock Options or withholding of Taxes in connection with the vesting, any Contract delivery or any other right or asset exercise of the Company Group or the Purchaser Parties, which involve payments in excess of $100,000Equity Awards); (iii) modifyother than in connection with the AHD Sale, amend the AHD GP Contribution or enter into the AHD Distribution, issue, deliver, sell, grant, transfer or subject to a Lien any contractof its Securities or Equity Rights, agreementor grant to any Person any right to acquire any of its Securities or Equity Rights, license oror take any action to cause to be exercisable any otherwise unexercisable option, commitmentexcept pursuant to the exercise of Company Stock Options or warrants to purchase shares of Common Stock or the vesting of Company Equity Awards outstanding as of the date hereof and in accordance with the terms of such Equity Rights as of the date hereof or as may be granted following the date hereof in the ordinary course of business consistent with past practice (including vesting terms and conditions); (iv) other than (A) in connection with the Laurel Mountain Acquisition or the AHD Sale, which obligates (B) purchases or acquisitions of Oil and Gas Interests in the payment ordinary course of more business consistent with past practice, (C) purchases or acquisitions of inventory, equipment and raw materials in the ordinary course of business consistent with past practice, (D) capital expenditures in connection with the drilling of Wxxxx, and (E) any purchase or acquisition that does not qualify under clauses (A) through (D) of this Section 6.1(b)(iv), but where the total consideration for such purchase and acquisition is less than $150,000 per year or $300,000 50 million in the aggregate over aggregate, acquire or purchase any properties or assets of any Person (including any acquisition or purchase of any Person or division, business or Securities Interests of any Person); (v) other than (A) sales of inventory in the life ordinary course of business consistent with past practice, (B) pursuant to any Contract of the Company or a Company Subsidiary existing as of the date hereof and disclosed on Section 6.1(b) of the Company Disclosure Letter, (C) in connection with the plugging and abandonment of Wxxxx in the ordinary course of business consistent with past practice, (D) transfers of properties to a Drilling Partnership as required by the Constituent Documents of such ContractDrilling Partnership or as described in the offering documents for such Drilling Partnership, (E) in connection with the AHD Sale, the AHD GP Contribution and the AHD Distribution, (F) allowing any Oil and Gas Lease to lapse or expire according to the terms of such Oil and Gas Lease, and (G) any transfer, sales or disposition that does not qualify under clauses (A) through (F) of this Section 6.1(b)(v), but where the total consideration for such transfer, sale or disposition is less than $35 million in the aggregate, transfer, sell or dispose of, surrender, relinquish or dispose of any assets or property, including Securities; (vi) other than in the ordinary course of businessbusiness or in connection with any New Hedge Agreement, make or assume any Derivatives, including any Derivative intended to benefit from or reduce or eliminate the risk of fluctuations in the price of Hydrocarbons or other commodities; (ivvii) make any capital expenditures in excess of $250,000 individually for any project or set of related projects or $500,000 in the aggregate; (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant enter into new Contracts to existing Contracts or commitments disclosed herein, (ii) sales of inventory sell Hydrocarbons other than in the ordinary course consistent with past practice, but in no event shall any such Contract have a duration longer than six months, a volume greater than 25 MMCF per day average over the duration of the such Contract or (iii) the pricing to sell such Hydrocarbons not exceeding $50,000 per asset or $150,000 in the aggregatebe based on a published market based index; (viA) payengage in any exploration, declare or promise to pay any dividends development drilling, well completion or other distributions with respect to its capital stock or share capitaldevelopment activities, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiaries, payments of salary, benefits, leases, commissions and similar payments than in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or business consistent with past practice, (B) in excess materially deviate from drilling the number of ten (10%) for all employees Wxxxx reflected in the aggregate or materially increase the bonus or profit sharing policies Company’s drilling plan set forth in Section 6.1(b) of the Company Group Disclosure Letter or (C) create or incur any Production Burden on any of the Company’s, any Post-Restructuring Company Subsidiary’s or any Purchased Entity’s Oil and Gas Interests (other than any Oil and Gas Interests of (x) a Purchased Entity that are not contemplated to be transferred, directly or indirectly, to the Company or a Post-Restructuring Company Subsidiary in connection with the Restructuring Transactions or (y) the Company or a Post-Restructuring Company Subsidiary that are contemplated to be transferred, directly or indirectly, to a Pipeline Subsidiary in connection with the Restructuring Transactions), other than in the ordinary course of business consistent with past practice; (viiiix) obtain enter into commitments or incur any Indebtedness, including drawings under the Company Group’s existing lines of creditagreements to license or purchase seismic data that, in an amount that exceeds the aggregate for all such commitments or agreements, will cost in excess of $6,000,000 in 30 million, other than pursuant to agreements or commitments existing on the aggregatedate hereof; (ixx) incur incur, assume or guarantee, prepay, or defease, any material Lien on the Company Group’s material assetsIndebtedness for borrowed money, except for Permitted Liens (A) any Indebtedness among the Company and any Post-Restructuring Company Subsidiaries wholly owned by the Company, or among Post-Restructuring Company Subsidiaries wholly owned by the Liens Company, (B) Indebtedness incurred pursuant to the Company’s existing credit facility or any payment or defeasance of any Indebtedness under the Company’s existing credit facility, in each case in the ordinary course of business and consistent with past practice or in connection with the transactions contemplated hereby and by the Restructuring Agreements, (C) transactions at the stated maturity of such Indebtedness, in accordance with the terms thereof, (D) required amortization or mandatory prepayments, in accordance with the terms of such Indebtedness and (E) Indebtedness incurred in connection with the Laurel Mountain Acquisition; (xi) make any material investments in, or material capital contributions to, any other Person (excluding any investments in, or capital contributions to, any wholly owned Post-Restructuring Company Subsidiary by the Company or any wholly owned Post-Restructuring Company Subsidiary), other than (A) the Laurel Mountain Acquisition, (B) as required pursuant to any existing joint ventures to which the Company or any Company Subsidiary is a party and which joint venture is listed in Schedule 6.1(b)(xi) of the Company Disclosure Letter and (C) the AHD GP Contribution; (xii) assume or guarantee, endorse or otherwise become liable or responsible for the Indebtedness for borrowed money of another Person (other than the Company or any wholly owned Post-Restructuring Company Subsidiary); (xiii) enter into any material joint venture or material statutory partnership; (xiv) other than any transaction permitted under Section 6.1(b)(xv) or Section 6.1(b)(xvi), engage in any transactions, agreements, arrangements or understandings with any Affiliate or other Person that would be required to be disclosed by the Company under Item 404 of Regulation S-K under the Securities Act; (xv) except as required by the Company Benefit Plans as in effect as of the date of this Agreement, or as otherwise required by applicable Law, (A) grant any new compensation or benefit, or increase the compensation or other benefits payable or provided to its current or former directors, officers, consultants or employees or trigger the forgiveness of Indebtedness owed by any such individuals other than (I) the payment of 2010 annual bonuses (provided that such bonuses may be paid at any time after December 10, 2010, and may be paid wholly in cash, in either case in the discretion of the Company) and (II) increases in base salaries, in either case in the ordinary course of business consistent with past practice, (B) adopt any new or amend any existing employee benefit plans, programs, policies, agreements or arrangements or enter into any employment, consulting, change of control, severance, termination or retention agreement or arrangement with any Person (except for employment agreements (1) terminable on less than 30 days’ notice without penalty and (2) in connection with (x) new hires (other than officers) or (y) promotions, in each case of (x) and (y) in the ordinary course of business consistent with past practice), or (C) establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any of its current or former directors, officers, consultants or employees or any of their beneficiaries (it being understood that, notwithstanding the above, the Company may (a) amend any existing Subsidiary Equity Plan and (b) adopt or enter into any new plan providing for the grant of Equity Rights of any Pipeline Subsidiary, provided that in each case of (a) and (b), (i) such Subsidiary Equity Plan or plan is not and will not be deemed to be, immediately following the Effective Time, sponsored or maintained by the Company, the Surviving Corporation, Parent or any of the Post-Restructuring Company Subsidiaries and (ii) it is expressly stated in such Subsidiary Equity Plan that none of the Company, the Surviving Corporation, Parent or any Post-Restructuring Company Subsidiary will have or could have any liability or obligation thereunder); (xvi) hire any employees except as may be required to fill vacated and planned positions as delivered or made available to Parent prior to the date hereof or in the ordinary course of business consistent with past practice; (xxvii) merge [Reserved] (xviii) compromise, settle or consolidate with agree to settle any action, suit, claim, litigation, investigation or acquire other proceeding (whether or not commenced prior to the date of this Agreement), except (A) in the case of certain actions, suits, claims, litigations, investigations or other proceedings set forth on Section 6.1(b)(xviii)(A) of the Company Disclosure Letter (“Section 6.1(b)(xviii)(A) Claims”), as set forth in Section 6.1(b)(xviii)(A) of the Company Disclosure Letter and (B) in the case of any other Person such actions, suits, claims, litigations, investigations or be acquired by other proceedings that are not Section 6.1(b)(xviii) Claims, any other Person; (xi) permit any material insurance policy protecting such compromise, settlement or agreement to settle that does not involve a grant of injunctive relief against the Company or any of the Company Group’s material assets with an aggregate coverage Subsidiaries and any amount in excess paid to the other party (including as reimbursement of $150,000 to lapse unless a replacement policy having comparable deductions legal fees and providing coverage equal to or greater than expenses) does not exceed the coverage under amount set forth on Section 6.1(b)(xviii)(B) of the lapsed policy for substantially similar premiums or less is in full force and effectCompany Disclosure Letter; (xiixix) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice; , (xiiiA) with respect to the Company onlymake, change the principal place of business revoke or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change amend any material Tax election relating to Taxes, (B) settle or change compromise any annual Tax accounting periods material proceeding relating to Taxes, (C) enter into a written and legally binding agreement with a taxing authority relating to material Taxes, (D) file any material amended Tax Return, (E) seek or obtain any material Tax ruling, (F) fail to file any Tax Return when due, (G) waive or extend the statute of limitations in respect of Taxes (other than extensions of time to file Tax Returns), (H) except as required by applicable Law; settle , change any of its methods, policies or compromise practices of reporting income or deductions for U.S. federal income tax purposes, (I) fail to make any material claimestimated payments of Taxes when due, notice, audit report or assessment in respect (J) change any financial accounting policies or procedures or any of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement its accounting methods relating to any material Taxes Taxes; (other than a contract entered into xx) except in the ordinary course of business consistent with past practicespractice (A) modify or amend in any material respect, extend or terminate (excluding terminations upon expiration of the primary purpose term in accordance with their terms), or waive, release, or assign any material rights or claims under any Material Contract or (B) enter into any new agreement that would have been considered a Material Contract if it were entered into at or prior to the date hereof; (xxi) change financial accounting policies or procedures or any of its accounting methods, except for any such changes relating to Taxes, which shall be governed by Section 6.1(b)(xix), and except for any such change required by a change in GAAP, SEC rule or policy or by applicable Law, or change its system of internal accounting controls, except for any such change required by applicable Law or by SEC rule or policy; (xxii) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering the Company or any Post-Restructuring Company Subsidiary or their respective properties which is not related to Taxes); replaced by a comparable amount of insurance coverage and except for any such amendment or surrender modification made in connection with the Restructuring Transactions; (xxiii) adopt, enter into or forfeit any right to claim implement a material Tax refund; plan of complete or knowingly take partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or fail to take any action, which action other reorganization; (xxiv) effectuate a “plant closing” or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment“mass layoff,” as those terms are defined in WARN; or (xviixxv) undertake any legally binding obligation authorize, resolve, agree or commit, to do any of the foregoing.

Conduct of the Business of the Company. (a) From During the date hereof through period from the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or and the Closing Closing: (the “Interim Period”), a) the Company shallshall conduct its business in the usual, regular and ordinary course and in material compliance with Applicable Law (except to the extent expressly provided otherwise in this Agreement); (b) the Company shall cause (i) pay all of its Subsidiaries todebts and Taxes when due, conduct their respective businesses subject to good faith disputes over such debts or Taxes, (ii) pay its monetary obligations when due and perform its other obligations in all material respects only in the ordinary coursewhen due, (iii) use its commercially reasonable efforts consistent with past practicespractice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, and (iv) use its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; (c) the Company shall notassure that each new Material Contract it enters into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Share Purchase, and shall cause its Subsidiaries not to, enter into any material transactions without the give reasonable advance notice to Acquirer prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), and shall use their commercially reasonable efforts to preserve substantially intact their respective business relationships with key employees, key suppliers and other Persons with whom they have material business dealings (it being understood that no action or failure to act permitted by Section 7.1(b) shall constitute a breach of this sentence), except as set forth on Schedule 7.1. Notwithstanding anything to the contrary provided in this Agreement, none of the Company and its Subsidiaries shall be required to carry out any action or be prohibited from carrying out any action which would be inconsistent with any Law or which is expressly contemplated in this Agreement. (b) During the Interim Period, except as contemplated by the terms of this Agreement (including any Transaction Financing) or as set forth on Schedule 7.1, without the Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) materially amend, modify or supplement its Organizational Documents other than pursuant to this Agreement or as required by applicable Law; (ii) amend, waive terminating any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Material Contract or taking any other affirmative action to cause any right thereunder to lapse or asset of the Company Group or the Purchaser Partiesterminate, which involve payments in excess of $100,000; (iii) modify, amend or enter into any contract, agreement, license or, commitment, which obligates the payment of more than $150,000 per year or $300,000 in the aggregate over the life of such Contract, each case other than in the ordinary course of business; (iv) make any capital expenditures in excess of $250,000 individually for any project business consistent with past practice or set of related projects or $500,000 in the aggregate; (v) sell, lease, license or otherwise dispose of any of the Company Group’s assets or assets covered by any Contract except (i) pursuant to existing Contracts or commitments disclosed herein, (ii) sales terminating any Material Contract with a supplier of inventory in the ordinary course consistent with past practice, or (iii) not exceeding $50,000 per asset or $150,000 in the aggregate; (vi) pay, declare or promise products and/or services to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder (other than, in the case of any stockholder that is an employee, officer director or consultant of the Company or its Subsidiariestaking any affirmative action to cause any right thereunder to lapse or terminate, payments of salary, benefits, leases, commissions and similar payments in the ordinary course of business); (vii) authorize any salary increase (A) of more than fifteen percent (15%) for any employee making an annual salary equal to or greater than $150,000 or (B) in excess of ten (10%) for all employees in the aggregate or materially increase the bonus or profit sharing policies of the Company Group each case other than in the ordinary course of business consistent with past practice; (viiid) obtain or incur any Indebtedness, including drawings under the Company Group’s existing lines of credit, in an amount that exceeds $6,000,000 in the aggregate; (ix) incur any material Lien on the Company Group’s material assets, except for Permitted Liens or the Liens incurred in the ordinary course of business shall use its commercially reasonable efforts consistent with past practice; (x) merge or consolidate with or acquire any other Person or be acquired by any other Person; (xi) permit any material insurance policy protecting any practice and policies to maintain each of the Company Group’s material assets with an aggregate coverage amount in excess of $150,000 to lapse unless a replacement policy having comparable deductions and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; (xii) except as required by U.S. GAAP or applicable Law, make any material change in its accounting principles other than leased premises in accordance with the terms of the applicable accounting policies or methods or write down the value of any inventory or assets other than in the ordinary course of business consistent with past practice;lease; and (xiiie) with respect the Company shall not cause or permit any amendments to the Company only, change the principal place certificate of business incorporation or jurisdiction of organization; (xiv) extend any loans other than travel or other expense advances to employees in the ordinary course of business or with the principal amount not exceeding $50,000, or extend any loans other than travel or other expenses to officers, directors, employees or consultants; (xv) issue, redeem or repurchase any share capital or share, membership interests or other securities, or issue any securities exchangeable for or convertible into any share or any shares of its share capital; (xvi) make or change any material Tax election or change any annual Tax accounting periods relating to material Taxes, except as required by applicable Law; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; or enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any material Taxes (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); or surrender or forfeit any right to claim a material Tax refund; or knowingly take or fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Redomestication Intended Tax Treatment; or (xvii) undertake any legally binding obligation to do any governing documents of the foregoingCompany.