Common use of Conduct of the Business Pending Closing Clause in Contracts

Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transition.

Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: : (a) the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; ; (b) the Company shall, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and and (c) the Company shall not, and Seller shall not permit the Company to: : (i) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; ; (ii) borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; ; (iii) declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; ; (iv) issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; ; (v) effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; ; (vi) cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; ; (vii) sell, transfer, or otherwise dispose of, any of the Assets; ; (viii) dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; ; (ix) make any change in any its methods of accounting or accounting practices; ; (x) write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; ; (xi) make any capital expenditures or capital expenditure commitments; ; (xii) enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; ; (xiii) make any material change in the manner in which products or services are developed or marketed; ; (xiv) loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; ; (xv) discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; ; (xvi) make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; ; (xvii) (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; ; (xviii) adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; ; (xix) increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; ; (xx) amend or modify any of the organizational documents of the Company; ; (xxi) make any material election with respect to Taxes or make any change in any such election; ; (xxii) change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; ; (xxiii) make any charitable contributions or pledges; ; (xxiv) settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or or (xxv) suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transition.

Conduct of the Business Pending Closing. From and after the date hereof until the ClosingClosing Date, except (x) as required by applicable lawunless the Buyer shall otherwise consent in writing, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: the Company shall, and Seller the Parent shall cause the Company to, conduct the Business only operate its businesses in the ordinary course and usual course consistent with past practicespractice and shall not: (a) issue, sell or deliver any equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any equity securities, or become a party to other agreements or commitments of any character relating to the Company's issued or unissued equity securities, or grant any phantom stock, stock appreciation or similar rights; (b) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (c) amend its certificate of formation or limited liability company agreement; (d) declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock or property) (other than any such dividends or other distributions, not to exceed $1,000,000 in the Company shallaggregate, for the payment of taxes, debt repayment and other costs incurred in the ordinary course of business) or make any redemption or purchase of any equity interests; (e) sell, assign or transfer any assets, properties or rights, except inventory sold, and Seller shall cause obsolete assets disposed of, in the Company ordinary course of business consistent with past practice, and except for the Excluded Assets Transaction; (f) make any capital investment in, or any loan to, use commercially reasonable efforts any other Person, except in the ordinary course of business; (g) make, authorize or commit to make any single capital expenditure in excess of $50,000, or capital expenditures in excess if $150,000 in the aggregate, except for such capital expenditures or commitments therefor that are reflected in the Company's budget for the fiscal year ending December 31, 2006 previously delivered to the Buyer; (Ah) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise)make, other than the paymentin accordance with past practice, discharge or satisfaction in change or revoke any Tax elections or change any accounting methods for Tax purposes; (i) make any loan to, or enter into any other transaction outside the ordinary and usual course of business and consistent with past practice with, any of liabilities its limited liability company managers, officers, or employees, the Lenders, or other affiliate of the Company, the Parent or the Lenders or any "associates" (as defined in Rule 405 under the rules and obligations incurred in regulations of the ordinary Securities and usual course Exchange Commission promulgated under the Securities Act of business and consistent with past practiceany of the foregoing; (j) borrow any amount or incur or become subject to any other material liabilities (absolute or contingent), other than trade payables liabilities incurred in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except liabilities under contracts entered into in the ordinary course of businessbusiness and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements and which (other than borrowings in the ordinary course of business under revolving credit facilities) are not individually or in the aggregate in excess of $500,000); sell(k) mortgage, transferpledge or subject to any lien, charge or other encumbrance, any material portion of its assets, except Permitted Encumbrances; (l) guarantee, endorse or otherwise dispose ofincur or assume liability (whether directly, any of the Assets; dispose of, fail to take reasonable steps to protect, contingently or permit to lapse, any rights otherwise) for the use of, obligations of any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivableother person, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; (m) enter into any transaction new Contract or series modify, amend, terminate or relinquish any Contract or other material right of related transactions providing for payments in excess the Company or of $25,000 in the aggregateParent (including any material insurance policy naming it as a beneficiary or a loss payable payee, whether or not any material contracts with insurance carriers) other than transactions, commitments, contracts or agreements in the ordinary course of businessbusiness consistent with past practice and except for the Excluded Assets Transaction, it being further understood and agreed that neither the Company nor the Parent will renew the ABM Contract or enter into any new contract with ABM Janitorial Services; (n) make any material change in any method of accounting or accounting principles or practice, except for any such change required by reason of a change in GAAP; (o) adopt a plan of liquidation or dissolution, or merge or consolidate with, or purchase substantially all or a material portion of the manner assets of, or otherwise acquire any business of, any person; (p) grant any increase in which products the salaries or services are developed other compensation payable or marketed; loan or advance any amount to become payable to, or make any payments to advance (excluding advances for ordinary business expenses consistent with past practice) or receive any payments from, or sell, transfer or lease any of its assets loan to, any Affiliateofficer, director or employee of the Company or the Parent (other than normal annual increases for employees made in the ordinary course of business and consistent with past practice), or any increase in, or any addition to, any benefit plan, program or arrangement, including the Benefit Plans, to which any of the officers, directors and employees may be entitled, except benefits provided in the ordinary course of business and consistent with past practice, or any other payment of any kind to or on behalf of any officer, director or employee other than payment of base compensation and reimbursement for reasonable expenses in the ordinary course of business consistent with past practice; discharge (q) dispose of or satisfy fail to renew any Encumbrance rights in, to or pay for the use of any obligation Intellectual Property, franchise, license, permit or liability certificate material to the business of the Company; (absolute r) change or contingentmodify in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables; (s) maintain the Company's books of account and records in any manner except its usual, regular and ordinary manner, consistent with its past practice; (t) change or modify in any manner the Company's methodology for determining which assets or liabilities of the Company are Excluded Assets or Excluded Liabilities from the methodology used to prepare SCHEDULE 3.6(b) (as such schedule is in effect as of the date of this Agreement); or take any action that has the effect of transferring (physically, on the books and records of the Company or otherwise in a manner that has an effect on the calculation of Net Working Capital or the determination of Excluded Assets and Excluded Liabilities at Closing) any accounts payable, accounts receivable or inventory (or any other assets or liabilities) so that such assets or liabilities are treated differently (in terms of whether or not they are Excluded Assets or Excluded Liabilities) than current liabilities paid they would be under the methodology used to prepare SCHEDULE 3.6(b) (as in effect on the date of this Agreement); or otherwise take any action outside the ordinary course of business consistent with past practicesthat has the effect of increasing or decreasing Net Working Capital or the inventory to be purchased by the Buyer under the Inventory Purchase Agreement; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (Au) terminate, cancel or request any material change in, commit or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify do any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionforegoing.

Conduct of the Business Pending Closing. From and after During the period from the date hereof of this Agreement until the ClosingClosing or the earlier termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), except (x) as required by applicable lawLaw, (y) as otherwise expressly contemplated by this Agreement, as set forth on Schedule 7.01 or (z) with the prior written consent of Purchaser: Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall, and Seller shall cause the Company to, conduct the (i) carry on its Business only in the ordinary and usual course consistent with past practices; the Company shallin all material respects, and Seller shall cause the Company to, (ii) use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of to maintain its business and consistent with past practice; borrow organization intact, to keep available (without any amount or incur or become subject requirement to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, provide additional compensation other than annual increases in the ordinary course of business) the services of its current officers and employees and to preserve, in all material respects, its relationships and goodwill with customers, suppliers, licensors, business consistent partners, employees and others having material business relations with past practices at it and (iii) terminate the regularly scheduled times; amend employment or modify other business relationship of any employee, contractor, manager, officer or agent engaged by the Company and who is subject to the exclusion, debarment and eligibility provisions of applicable Law and has been so excluded, debarred or is otherwise ineligible to participate in any Government Programs pursuant to such Laws during the Interim Period. Without limiting the generality of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005foregoing, except as required by changes in GAAP Law, as agreed to expressly contemplated by the Company's independent public accountants this Agreement or as may set forth on Schedule 7.01, the Company shall not, during the Interim Period, without the prior consent of Buyer, which consent shall not be required by applicable law; make unreasonably withheld, conditioned or delayed, do any charitable contributions of the following: (a) sell, lease, transfer, or pledges; settle assign any pending Legal Proceeding of its material assets, tangible or intangible (including Proprietary Rights) other than inventory sold for a fair consideration in the ordinary course of business; (b) enter into any Contract (or series of related Contracts with the same counterparty or such counterparty’s Affiliates) or Permit (or series of related Permits), either (i) involving more than $250,000 on an annualized basis (individually or in the aggregate with respect to such counterparty or such counterparty’s Affiliates), or (ii) outside the ordinary course of business and having a stated value of more than $100,000 on an annualized basis (individually or in the aggregate with respect to such counterparty or such counterparty’s Affiliates); (c) enter into any material Contract with any Governmental Entity or accelerate, terminate, modify, or cancel any material Contract with any Governmental Entity to which the Company is a party or by which it is bound; (d) enter into any Contract (or series of related Contracts with the same counterparty or such counterparty’s Affiliates) with any Related Person or Affiliate of the Company or any Selling Party outside the ordinary course of business, that will not otherwise be terminated at or prior to the Closing; (e) waive any right of material value to the Company; (f) accelerate, terminate (other than in accordance with its terms), materially modify, or cancel any Contract (or series of related Contracts with the same counterparty or such counterparty’s Affiliates) involving more than $50,000 on an annualized basis to which the Company is a party or by which it is bound; (g) expressly allow any third party to impose any Lien (other than Permitted Liens) upon any of the Company’s assets, tangible or intangible (including any Proprietary Rights); (h) make any capital expenditure (or series of related capital expenditures) involving more than $50,000; (i) make any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and such acquisitions); (j) issue any note, bond, or other debt security or create, incur, assume, or guarantee any Indebtedness, other than (i) accrued interest or borrowings under any Contract with respect to Indebtedness listed on a Schedule to this Agreement and (ii) capital leases with an aggregate dollar amount not to exceed $250,000; (k) delay or postpone the payment of accounts payable and other Liabilities outside the ordinary course of business; (l) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to its equity interests; (m) enter into any employment Contract with any executive-level employee or any collective bargaining agreement, written or oral, grant any material salary, wage or severance or other similar obligation to any executive-level employee of the Company that materially increases the Company’s liabilities to such employee or materially modify the terms of any such existing Contract or agreements; (n) adopt, amend, modify or terminate any Benefit Plan (other than annual renewals thereof in the ordinary course of business), any profit sharing, incentive, severance, policy, program or arrangement or any other Contract or commitment for the benefit of any of its Subsidiaries is current or former directors, officers, independent contractors and employees for any amounts that are not otherwise included as a partySellers’ Expense hereunder; (o) pay, except as otherwise or commit to pay (whether or not in writing), any severance, termination, retention, change in control or similar payment to any current or former employee, independent contractor or director (regardless of whether such severance, termination, retention, change in control or similar payment has been paid pursuant to any Benefit Plan) other than pursuant to the terms of a Contract listed on Schedule 4.06(c)(xxiv4.09(a) or that will otherwise be paid in full by the Company prior to or at the Closing; (p) make any Tax election, adopt or change any accounting method or policy (whether or not for Tax purposes); , file any amended Tax Return, consent to or sufferenter into any closing agreement or similar agreement with any Taxing Authority, authorize, agree consent to or commit to settle or compromise any Tax claim or assessment or take any position inconsistent with past practice on any Tax Return; (q) make or grant any bonus or any wage, salary or compensation increase in excess of $10,000 per year (on an individual basis) to any employee, manager or independent contractor, except (i) pursuant to the express terms of any Contract which is described on Schedule 4.09(a) or (ii) in connection with the hiring of non-executive level employees in the ordinary course of business; (r) transfer, assign or grant any license or sublicense of any rights under or with respect to any Proprietary Right other than in the ordinary course of business; (s) fail to (i) maintain insurance policies in effect as of the actions set forth date hereof, and (ii) in this subparagraph (c). Publicity. Neither Purchaserthe event of material casualty, Seller nor loss or damage, to any material assets of the Company, nor any repair or replace such assets with assets of their respective Subsidiariescomparable quality; (t) change its accounting policies and practices as in effect on the date of the latest Audited Financial Statements except as required by Law or GAAP or change its fiscal year; (u) amend its certificate of formation or operating agreement or similar governing documents in a manner than would, Affiliates or Representativeswould reasonably be expected to, shall issue any press release prevent or public announcement concerning delay the consummation of this Agreement or the transactions contemplated hereby without obtaining or could reasonably be expected to create any additional Liability upon the prior written approval of each Company following the Closing, or Buyer or their respective Affiliates; and (v) agree or commit (whether or not in writing) to do any of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionforegoing.

Conduct of the Business Pending Closing. From and after Except as is set forth in Schedule 5.8, between the date hereof until and the ClosingClosing hereunder, except the Xxxxx/ProfitKey Seller will cause Xxxxx and ProfitKey, the Process Seller will cause Process and the Foresight Seller will cause Foresight, to (xunless otherwise consented to by Purchaser which consent will not be unreasonably withheld): (a) as required by applicable lawconduct its Business in the Ordinary Course; (b) not enter into any Contract with any party, (y) as otherwise expressly contemplated by this Agreementother than Contracts entered into in the Ordinary Course, and not amend, modify or (z) with terminate any Contract other than in the Ordinary Course without the prior written consent of Purchaser: the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, ; (c) use commercially reasonable efforts to (A) preserve its business intact, to keep available the present business operations, organization and goodwill services of the Company and its SubsidiariesEmployees, and (B) to preserve the present its relationships with customers, suppliers, licensors its customers and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent others with past practice of liabilities and obligations incurred in the ordinary and usual course of business and whom it deals consistent with past practice; borrow ; (d) maintain in full force and effect all of the insurance policies listed on Schedule 3.19; (e) continue to maintain all of its usual books and records in accordance with its past practices and not to make any amount material Tax elections; (f) not amend its articles or incur or become subject to any other liabilities (absolute or contingent)incorporation, other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash bylaws or other property to Seller or purchase or redeem, organizational documents; (g) not declare or make any agreements to purchase non-cash dividend or redeem, any of its equity securities; issue, deliver, sell, pledge other non-cash payment on or encumber, or authorize, propose or agree with respect to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchaseEquity Interests, redeem or otherwise acquireacquire any securities or issue any securities or any, option, warrant or modify or amend, right relating thereto; (h) not pay any shares of capital stock of the Company or bonuses to any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivableEmployees, other than in the ordinary course Ordinary Course or as required by pre-existing Contracts; (i) not waive any right or cancel any material claim; (j) not increase the compensation or the rate of business compensation payable to any of its Employees; (k) maintain its entity existence and not merge or consolidate with any other entity; (l) comply with all material respects with (i) provisions of any Contract applicable to it and (ii) all applicable Laws consistent with past practice; practices; (m) Not make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 5,000 per expenditure and/or $10,000 in the aggregate, whether ; (n) neither discuss nor negotiate with any other Person or not in entity the ordinary course of business; make any material change in the manner in which products sale or services are developed or marketed; loan or advance any amount toother transfer, or make Encumbrance (other than Permitted Encumbrances), of the assets or the Equity Interests of the Company; (o) not incur any payments Indebtedness; (p) keep the assets necessary to or receive any payments from, or sell, transfer or lease any the conduct of its assets toBusiness in good order and repair, any Affiliate, except in the ordinary course of business consistent with past practicepractice and subject to ordinary wear and tear; (q) deposit all funds received by it into such Company’s principal bank account; discharge or satisfy any Encumbrance or pay any obligation or liability and (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (Ar) terminate, cancel or request any material change in, or agree use commercially reasonable efforts to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or effectuate the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionthis Agreement.

Conduct of the Business Pending Closing. From Between the Effective Date and after the date hereof until Closing Date, and subject to any limitations and restrictions created by the Closinglack of available funds or the provisions of the Bankruptcy Case, except (x) as required by applicable lawunless Buyer consents in writing, (yi) as otherwise expressly contemplated by this AgreementSeller shall conduct the Business only in, and Seller shall not take any action except in, the ordinary course of business consistent with past practice, (ii) Seller shall use commercially reasonable efforts to keep available the services of Seller Employees and to preserve the current relationships of the Business with such of the patients, suppliers, physicians and other persons with which Seller has significant business relations so to preserve substantially intact the Business, and (iii) Seller shall use commercially reasonable efforts to preserve intact the Acquired Assets. By way of amplification and not limitation, between the Effective Date and the Closing Date, the Seller shall not, and shall neither cause nor permit any of Seller’s Affiliates, Members, officers, directors, managers, employees and agents to, directly or indirectly, do, or (z) agree to do, any of the Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 21 of 111 692183/15/PHOENIX following with respect to the Business or the Acquired Assets, without the prior written consent of Purchaser: the Company shallBuyer, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill except as permitted by an order of the Company and its SubsidiariesBankruptcy Court: (a) Sell, and (B) preserve the present relationships with customerspledge, suppliersdispose of, licensors and licensees of the Company and its Subsidiaries; and the Company shall notgrant, and Seller shall not permit the Company to: paytransfer, discharge or satisfy any claimslease, liabilities or obligations (absolutelicense, accruedguarantee, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to authorize the issuance, delivery, sale, pledge pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance ofof the Business, any shares of capital stock or bonds or any other security membership interests of Seller (or including any right to acquire such capital stock or other securitymembership interests held by any Member), including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, Acquired Assets except in the ordinary course of businessbusiness and in a manner consistent with past practice; sell, transfer, provided that the aggregate amount of any such sale or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, disposition (other than a sale or disposition of products or other inventory in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in , as to which there will be no restriction on the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount toaggregate amount), or make pledge, grant, transfer, lease, license, guarantee or encumbrance of such property or assets will not exceed $10,000; (b) Acquire (including by merger, consolidation or acquisition of stock or assets) for or in connection with the Business any payments to interest in any corporation, partnership, other business organization, person or receive any payments fromdivision thereof or any assets, or sell, transfer or lease any other than (i) acquisitions of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge practice that are not, in the aggregate, in excess of $10,000, or satisfy any Encumbrance (ii) purchases of inventory for resale or pay any obligation consumption (whether for cash or liability (absolute or contingent), other than current liabilities paid pursuant to an exchange) in the ordinary course of business and consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; practice; (Ac) Enter into, amend, terminate, cancel or request make any material change inin any Contract or Personal Property Lease; (d) Make or authorize any capital expenditure, dividends or agree distributions; (e) Increase the compensation payable or to become payable to any material change inSeller Employee, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual except for increases in the ordinary course of business consistent in accordance with past practices at in salaries or wages of such employees, or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any Seller Employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the regularly scheduled times; amend or modify benefit of any of the organizational documents of the Company; make Seller Employee; (f) Modify any material election with respect to Taxes accounting policies, procedures or make methods; (g) Take any change action that could result in the representations and warranties set forth in Article IV above becoming false or inaccurate; or (h) Take any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants action or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit fail to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree action that the initial press release to be issued in connection with the transactions contemplated hereby shall be could result in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionMaterial Adverse Effect.

Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (xa) as required by applicable law, (y) Except as otherwise expressly contemplated provided by this Agreement, or (z) with the prior written consent of Purchaser: , between the Company date hereof and the Closing, each Seller shall, and Seller shall cause the Company to, : (i) conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, Ordinary Course of Business; (ii) use commercially reasonable efforts to (A) preserve the present business operations, operations and organization (including officers and goodwill Employees) of the Company and its Subsidiaries, such Seller and (B) preserve the present relationships with customers, Persons having business dealings with such Seller (including customers and suppliers, licensors and licensees ); [***]; (iii) maintain (A) all of the Company Purchased Assets and its Subsidiariesproperties of Sellers to be leased to Purchaser in connection herewith in their current condition, ordinary wear and tear excepted, subject to sales of inventory in the Ordinary Course of Business and (B) insurance upon all of the assets and properties of such Seller in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the books, accounts and records of such Seller in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, except in the Ordinary Course of Business and (C) comply in all material respects with all contractual and other obligations of such Seller; and and (v) comply in all material respects with all applicable Laws. (b) Without limiting the Company shall notgenerality of the foregoing, and except as otherwise expressly provided by this Agreement or with the prior written consent of Purchaser, neither Seller shall not permit shall: (i) except in the Company to: Ordinary Course of Business, (A) increase the salary or other compensation of any Employee, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any Employee or (C) enter into or increase the coverage or benefits available under any (or create any new) severance pay, discharge termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus, equity or satisfy other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any claimsof the members, liabilities directors, officers, Employees, agents or obligations representatives of such Seller or otherwise modify or amend or terminate any such plan or arrangement; (absoluteii) (A) create, accruedincur, contingent assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise)) any Indebtedness, (B) modify the terms of any Indebtedness or other than the paymentLiability or (C) make any loans, discharge advances of capital contributions to, or satisfaction investments in the ordinary and usual course any other Person; (iii) (A) make, change or revoke any material Tax election, settle or compromise any material Tax claim or Liability or enter into a settlement or compromise, or change (or make a request to any Taxing Authority to change) any material aspect of business and its method of accounting for Tax purposes, or amend any material Tax Return or (B) prepare or file any Tax Return unless such Tax Return shall have been prepared in a manner consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent such Seller shall make available to Purchaser a copy thereof (together with past practice; borrow any amount or incur or become supporting papers); (iv) subject to any other liabilities (absolute Lien or contingent)otherwise encumber or, other than trade payables in the ordinary course of business; declare except for Permitted Exceptions, permit, allow or made any payment or distribution of cash or other property suffer to Seller or purchase or redeem, or make any agreements to purchase or redeembe encumbered, any of its equity securities; issue, deliverthe properties or assets (whether tangible or intangible) of such Seller; (v) except in the Ordinary Course of Business, sell, pledge assign, license, grant any non-assertion with respect to, transfer, convey, lease or encumberotherwise dispose of any of the Purchased Assets (for the avoidance of doubt, or authorize, propose the disposal of vehicles no longer in service of the Business shall be considered done in the Ordinary Course of Business); (vi) enter into or agree to the issuance, delivery, sale, pledge enter into any merger or encumbrance of, any shares of capital stock or bonds or consolidation with any other security (or any right to acquire such capital stock corporation, partnership or other security, including options) of the Company or any of its Subsidiariesentity, or engage in any rightnew business or invest in, options make a loan, advance or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiariescapital contribution to, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize otherwise acquire the issuance securities of any other securities in respect of, in lieu of Person; (vii) cancel or in substitution for shares of its capital stock, compromise any debt or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company claim or waive or release any claims or rightsmaterial right, except in the ordinary course Ordinary Course of business; sellBusiness; (viii) enter into any commitment for capital expenditures in excess of $25,000 for any individual commitment and $75,000 for all commitments in the aggregate; (ix) enter into, transfermodify or terminate any labor or collective bargaining agreement or, through negotiation or otherwise dispose ofotherwise, make any commitment or incur any Liability to any labor organization with respect to any Employee; (x) introduce any material change with respect to the operation of the Assets; dispose ofBusiness, fail to take reasonable steps to protect, or permit to lapse, including any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any material change in any its methods the types, nature, composition or quality of accounting products or accounting practices; write off as uncollectible any notes or accounts receivableservices, or, other than in the ordinary course Ordinary Course of business consistent with past practice; Business, make any capital expenditures change in product specifications or capital expenditure commitments; prices or terms of distributions of such products; (xi) enter into any transaction or series enter into, modify or renew any Contract which by reason of related transactions providing for payments in excess of $25,000 in the aggregate, whether its size or otherwise is not in the ordinary course Ordinary Course of business; make Business; (xii) enter into any material change in Contract that restrains, restricts, limits or impedes the manner in which products or services are developed or marketed; loan or advance any amount toability of the Business, or make the ability of Purchaser, to compete with or conduct any payments to business or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course line of business consistent with past practice; discharge in any geographic area or satisfy solicit the employment of any Encumbrance persons; (xxxx) xxxxxxxxx, xxxxx, xxxxxxx, supplement or pay waive any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make rights under any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Material Contract, Real Property Lease, Personal Property Lease or Intellectual Property License or (B) enter into Permit; (xiv) except in the Ordinary Course of Business, settle or compromise any contract pending or threatened Legal Proceeding or any claim or claims (for the avoidance of doubt, the settlement or other disposition of workers’ compensation and automobile liability claims shall be considered done in the Ordinary Course of Business if such claim results in a payment by a Seller that is less than the sum of the accrued reserve for such claim as of the Balance Sheet Date plus $100,000); (xv) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections of receivables (unless past due), or fail to pay or delay payment of payables or other Liabilities; (xvi) take any action which would constitute a Subsisting Contract adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; (xvii) amend the certificate of incorporation or bylaws (or equivalent thereof) of such Seller except as defined herein, other than contemplated by this Agreement; (xviii) increase or decrease inventory levels beyond such Seller’s normal historic inventory levels when operating in the ordinary course Ordinary Course of business consistent with past practicesBusiness; adopt, or (xix) agree to adoptdo anything (A) prohibited by this Section 7.3, or (B) which would make any announcement regarding of the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits representations and warranties of any employee, officer, director, or consultant of the Company Seller in this Agreement or any of its Subsidiaries, other than annual increases the Seller Documents untrue or incorrect in the ordinary course of business consistent with past practices at the regularly scheduled times; amend any material respect or modify would result in any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, conditions to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree Closing not being satisfied or (C) that the initial press release to be issued in connection with the transactions contemplated hereby shall be in would have a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionMaterial Adverse Effect.

Conduct of the Business Pending Closing. From and after Between the date hereof until and the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: the Company shallClosing hereunder IDT will, and Seller shall Shareholders will cause IDT to: (a) Not take or suffer or permit any action which would render untrue any of the Company torepresentations or warranties of Shareholders and IDT herein contained, conduct and not omit to take any action, the omission of which would render untrue any such representation or warranty; (b) Conduct the Business only in a good and diligent manner in the ordinary and usual course consistent course; (c) Not enter into any contract, agreement, commitment or arrangement relating to the Business with past practices; any party that would obligate IDT in an amount greater than, in the Company shallaggregate, and Seller shall cause the Company to, use commercially reasonable efforts to Fifty Thousand Dollars (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise$50,000), other than contracts for the payment, discharge or satisfaction sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business business, and consistent not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use its best efforts to preserve IDT's organization intact as it relates to the Business, except as may be required to comply with past practice the terms hereof, to keep available the services of liabilities its employees and obligations incurred sales representatives, and to preserve its relationships with customers, suppliers and others with whom it deals; (e) Not reveal, orally or in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject writing, to any other liabilities (absolute or contingent)party, other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose ofAxiom and Axiom's authorized agents, any of the Assets; dispose of, fail to take reasonable steps to protectbusiness procedures and practices followed by IDT in the conduct of the Business, or permit to lapseany technology used in the processing, evaluation or manufacture of any rights for of the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; products of the Business; (f) Maintain in full force and effect all of the insurance policies listed on Schedule 5.8 and make any no change in any its methods insurance coverage without the prior written consent of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, Axiom; (g) Keep the premises occupied by IDT and all of IDT's equipment and other than tangible personal property in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments good order and repair and perform all necessary repairs and maintenance in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent accordance with past practices; make , normal wear and tear excepted; (h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting; (i) Not issue any change in capital stock or any option, warrant or right relating thereto (except for the cash management or working capital management options to purchase shares of the Company and its Subsidiaries IDT Common Stock, as referenced in Section 3.1); (j) Not waive any right or cancel any claim relating to the Business other than in the ordinary course of business; (k) Maintain IDT's corporate existence and not merge or consolidate with any other entity; and (Al) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or Except as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult comply with the other party terms hereof, comply with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In additionall provisions of all Contracts and all applicable laws, Purchaser rules and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionregulations.

Conduct of the Business Pending Closing. From and after Seller agrees that from the date hereof until the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this AgreementAgreement or required by any rule, regulation, order or (z) with directive of any Governmental or Regulatory Authority, ITC shall carry on the prior written consent of Purchaser: Business in the Company usual, regular and ordinary course. Without limiting the foregoing, from the date hereof until the Closing, Seller shall, and Seller shall cause the Company to, conduct the Business only unless otherwise consented to in the ordinary and usual course consistent with past practices; the Company shallwriting by Purchaser in each instance, and Seller shall except as otherwise contemplated by this Agreement or required by any rule, regulation, order or directive of any Governmental or Regulatory Authority: (i) not cause the Company to, use commercially reasonable efforts or permit ITC to (A) preserve dispose of any Transmission Assets having a fair market value in excess of $500,000 individually or $2,500,000 in the present business operations, organization and goodwill aggregate or requiring authorization of the Company and its Subsidiaries, and FERC or (B) preserve the present relationships voluntarily terminate, assign, convey, encumber or otherwise transfer, in whole or in part, its rights and interests in or under any Contract listed on, or required to be listed on, Schedule 3.18(a), except for any Contract with customers, suppliers, licensors and licensees customers of the Company and its Subsidiaries; and the Company shall not, and Seller shall Business involving payments of not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other more than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any $100,000 per month which is terminated by ITC for non-payment or distribution of cash non-performance by the other party to such Contract; (ii) cause ITC not to issue or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, sell any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of sell any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rightsoptions, warrants or options other rights of any kind to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfershares, or securities convertible into or exchangeable for, or which otherwise dispose ofconfer on the holder thereof any right to acquire, any such shares; (iii) cause ITC to discuss with Purchaser any material filing (or amendment thereto) relating to this Agreement or the transactions contemplated hereby with any Governmental or Regulatory Agency; (iv) not, and cause ITC not to, take any action which would render the representations and warranties of Seller set forth in Section 3.11 inaccurate as of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or Closing Date; (v) not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliateor, except in the ordinary course of business consistent with past practice; , discharge any Available Employee or satisfy take any Encumbrance action to increase any current or pay future benefit of any obligation or liability (absolute or contingent)Available Employee under any Seller Plan, other than current liabilities paid except for any increase required to be made in the ordinary course of business consistent with past practicespractice, or any increase provided or made available to employees of Seller and its subsidiaries generally and not specifically to the Available Employees; (vi) maintain or cause ITC to maintain the Transmission Assets in accordance with “Good Utility Practices” (as defined below); make any change provided that Good Utility Practices for purposes of this subsection shall be determined by reference to and in the cash management or working capital management context of Seller’s current status as the Company owner of entities and its Subsidiaries other than assets engaged in the ordinary course generation, transmission and distribution of business; electric energy; (Avii) terminate, cancel or request not permit any material change in, in any accounting or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program tax practice or policy or of ITC; (iiviii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with maintain in full force and effect until the other party Closing substantially the same levels of coverage of insurance with respect to the content thereof. The parties hereto agree that the initial press release to be issued operations and activities of ITC, and ITC’s assets, properties and liabilities as are in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees effect as of the Company designed date of this Agreement; (ix) comply with all laws, rules, regulations and orders of any Governmental or Regulatory Authority applicable to provide information ITC, the Transmission Assets or the Business; or (x) not enter into any agreement obligating Seller or ITC to such employees with respect to, among other things, transition issues, in order to promote a smooth transitiontake any action prohibited by clauses (i) through (ix).

Conduct of the Business Pending Closing. From and after the date hereof until the Closingearlier of the Closing Date and the termination of this Agreement in accordance with Article X of this Agreement, except (xA) as set forth on Schedule 5.2, (B) as required by applicable lawLaw, (yC) as to the extent otherwise expressly contemplated required by this Agreement, (D) the consummation of the TFX Divestiture in accordance with the TFX Contribution Agreement or the transactions contemplated by the TFX Contribution Agreement, or (zE) with the prior written consent of Purchaser: the Purchaser (such consent not to be unreasonably withheld or delayed, and shall be deemed granted if the Purchaser does not respond to such request within three (3) Business Days), the Seller, the Parent and the Company shall, and Seller (1) shall cause the Company to, and the Parent to conduct the Business only in all material respects in the ordinary Ordinary Course of Business and usual course consistent in accordance with past practices; the Company all applicable Laws, (2) shall, and Seller shall cause the Company to, and the Parent to use their respective commercially reasonable efforts to (A) to, preserve intact, in all material respects, the present business operationsorganization, organization assets and goodwill customer and supplier relationships of the Company and its SubsidiariesBusiness, and (B3) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit cause the Company to: payand the Parent to not: (a) transfer, discharge issue, sell, encumber or satisfy dispose of any claimsequity interests of the Company, liabilities or obligations (absolutegrant options, accruedwarrants, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash calls or other property to Seller or purchase or redeem, or make any agreements rights to purchase or redeem, any of its otherwise acquire equity securities; issue, deliver, sell, pledge interests or encumberother securities of, or authorizeany stock appreciation, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital phantom stock or other securitysimilar right with respect to, including optionsthe Company; (b) redeem, repurchase or otherwise reacquire any equity interests of the Company or any of its SubsidiariesCompany, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification reclassification, stock split or like any other change in the capitalization of the Company Company, or any of its Subsidiariesdividend or other distribution by the Company; (c) liquidate, dissolve, wind-up or reorganize the Company, or declare adopt a plan of complete or pay dividends onpartial liquidation, dissolution or other reorganization with respect to the Company; (d) amend the Constitutive Documents or other organizational documents of the Company (whether by merger, consolidation or otherwise); (e) in the case of the Company (A) make any loan, advance, capital contribution, guaranty or other extension of credit to, or make other distributions in respect investment in, any Person, (B) form any new Subsidiary (if such Subsidiary would be a direct or indirect Subsidiary of the Company), or (C) acquire, by merging or consolidating with, or agreeing to merge or consolidate with, or purchase substantially all of the assets of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, any business or modify any corporation, partnership, association or amendother business organization or division thereof; (f) incur, assume, guarantee or extend any shares Indebtedness, except for (i) Indebtedness incurred in the Ordinary Course of capital stock Business that will be fully paid or discharged at, or prior to, the Closing; (ii) Indebtedness (included in subclause (iii) of the Company definition of Indebtedness); or (iii) Indebtedness (included in subclause (iv) of the definition of Indebtedness) that will be reflected in the calculation of the Closing Date Net Working Capital; (g) in the case of the Company, make any capital expenditures or commitments therefore in excess of $50,000 in any individual case or in excess of $100,000 in the aggregate; (h) enter into any material transaction with any current or former director, officer or employee or Affiliate or Related Party of the Company, the Parent or the Seller (or any relative of its Subsidiaries any such current or former director, officer or employee) or any other securities thereof or any rights, warrants or options to acquire Affiliate of any such shares current or other securities; cancel any debts owing to the Company former director, officer, employee or waive any claims or rightsrelative, except in the ordinary course Ordinary Course of business; sellBusiness and on an arms' length basis; (i) make any material change in the lines of business in which the Company participates or is engaged in respect of the Business; (j) (A) to the extent affecting the Company, make any material change in any method of accounting or accounting practice, except as required by concurrent changes in GAAP, or as required by applicable Law, or (B) change the fiscal year of the Company; (k) to the extent relating to or affecting the Company Group or the Business, (1) settle or compromise any material Tax liability, (2) file or amend any Tax Return of the Company Group (other than a Group Return) without prior consultation with the Purchaser, (3) enter into any agreement with a Governmental Entity with respect to any Tax, (4) surrender any right to claim a Tax refund, (5) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment other than with respect to any Taxes payable in respect of a Group Return or (6) other than as set forth in Section 5.2(k) of the Disclosure Schedule, make any Tax election which would have any effect on or be binding on the Company Group for a taxable period or portion thereof ending after the Closing Date; (A) accelerate or materially change the payment terms of any accounts receivable or notes payable outside of the Ordinary Course of Business, (B) delay the payment of or materially change the payment terms of any accounts payable or other Liabilities outside of the Ordinary Course of Business, or (C) take any action, or omit to take any action outside of the Ordinary Course of Business, in each case, that would have the effect of causing the working capital position of the Company to be materially different than historical levels and trends; (m) revalue any portion of the assets, properties or business of the Company, other than any write down or write off of the value of any current asset, except as may be required by GAAP consistently applied; (n) settle any threatened or pending Legal Proceeding against the Company involving payments by the Company after the Closing Date in excess of $100,000 with respect to each such Legal Proceeding; (o) assign, transfer, sell, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for to the use of, any Company Intellectual Property; or sell or encumber any other material assets of the Company, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivableeach case, other than in the ordinary course Ordinary Course of business Business; (p) implement any plant closing or layoff of employees of the Company or the Business that could be reasonably expected to implicate the WARN Act; (A) hire or terminate, other than terminations for cause, any employee of the Company at the level of vice president or above, in each case in the Ordinary Course of Business, (B) transfer the employment or services of any employee or independent contractor of the Parent or the Company to an entity other than the Parent or the Company, or (C) transfer the employment or services of any Person from Seller or any Affiliate of Seller (other than the Parent or the Company) to the Parent or the Company; (r) other than as required by the terms of any Benefit Plan or as required by applicable Law, (A) establish, adopt, enter into, amend or terminate any Company Benefit Plan, (B) other than in the Ordinary Course of Business, pay or commit to pay any bonus or any profit sharing or similar payment, other than such payments or commitments as are consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregatepractices, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make increase or commit to increase the amount of the wages, salary, commissions, fringe benefits, severance benefits or other compensation or benefits payable or provided to any payments to current or receive any payments fromformer employee, director or sellindependent contractor of the Parent or the Company, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business other than such increases that are consistent with past practice; practices or (C) fund, or commit to fund (whether by grantor trust or otherwise), or accelerate the vesting or payment timing of, any compensation or benefit obligation; (s) (A) license, distribute, or otherwise make available any Company Intellectual Property to any Person, other than pursuant to non-exclusive licenses granted to customers or end users in the Ordinary Course of Business, (B) license any Intellectual Property from any Person, (C) covenant not to assert Intellectual Property, or (D) enter into a Contract with respect to the development of any material Intellectual Property or products with a third party, other than in customer Contracts or Contracts with subcontractors; (t) allow any registration for any item of Registered Intellectual Property of the Company or the confidentiality of any trade secret of the Company to lapse; (u) pay, discharge or satisfy any Encumbrance material claims, material Liabilities or pay any obligation material obligations, except the payment, discharge or liability (absolute satisfaction of claims settled or contingentcompromised to the extent permitted by Section 5.2(n), other than current liabilities paid in the or ordinary course repayments of business consistent with past practices; make Indebtedness, or waive, release, grant or transfer any rights of material value or modify or change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to respect any material change inContract or Current Government Contract required to be listed on Schedule 3.25(a), any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined hereinin each case, other than in the ordinary course Ordinary Course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant Business of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as if required by changes in GAAP as agreed a Governmental Entity; or (v) enter into any agreement or other commitment to do anything prohibited by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securitiesSection 5.2; provided, thathowever, nothing contained in this Section 5.2 (X) shall prohibit any dividends or other distributions of cash (or any cash sweeps or similar treasury functions to transfer cash) prior to the Effective Time, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent in compliance with applicable law to consult with Law, from the other party with respect Company or the Parent to the content thereof. The parties hereto agree that Seller or (Y) is intended to give the initial press release Purchaser, directly or indirectly, rights to be issued in connection with control or direct the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one Company’s or more internal announcements Parent’s operations prior to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionClosing.

Conduct of the Business Pending Closing. From and after Except as set forth on Schedule 7.6, from the date hereof until the Closing, except earlier of the Closing Date or the termination of this Agreement in accordance with its terms: (xa) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with Sellers shall conduct their operations in the prior written consent Ordinary Course of Purchaser: the Company shallBusiness, and Seller they shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, between Sellers and their respective suppliers, licensors distributors, customers and licensees other Persons having business relationships with them; and (b) without limiting the generality of the Company and foregoing, neither Seller shall, except with Buyer’s prior written consent: (i) make or grant any increases in salary or other compensation or bonuses to employees or grant any employee any severance or termination pay or establish, adopt, enter into or amend in any material respect any Employee Benefit Plan, except as required by Law; (ii) make any general adjustment in the type or hours of work of its Subsidiaries; and the Company shall notemployees; (iii) acquire, and Seller shall not permit the Company to: payexchange, discharge lease, license or satisfy dispose of any claims, liabilities properties or obligations (absolute, accrued, contingent or otherwise)assets of a Company, other than the payment, discharge or satisfaction in the ordinary Ordinary Course of Business; (iv) enter into or amend any agreement, arrangement or transaction with Posteluk or any of his Affiliates, except for the amendments to real estate leases contemplated by Section 6.4(f) and usual course cash distributions to Posteluk as Sellers’ sole member; (v) amend or repeal any of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow Sellers’ organizational or governing documents; (vi) incur any amount indebtedness or incur grant or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, permit any of its equity securities; issue, deliver, sell, pledge assets or encumber, or authorize, propose or agree property to the issuance, delivery, sale, pledge or encumbrance ofbecome subject to, any shares of capital stock Lien (other than Permitted Liens); (vii) terminate or bonds amend any agreement any material Acquired Contract or enter into any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rightsnew material agreement, except in the ordinary course of business; sell, transfer, ; (viii) change any method of accounting for Tax purposes; (ix) make or otherwise dispose of, amend any elections for Tax purposes; (x) adopt a taxable year other than the calendar year; (xi) engage in any other transaction outside of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods Ordinary Course of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any AffiliateBusiness, except in the ordinary course of business consistent with past practiceas may be contemplated by this Agreement; discharge or satisfy any Encumbrance or pay any obligation or liability or (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (Bxii) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, agreement or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit arrangement to take any of the actions set forth in this subparagraph (c)foregoing actions. Publicity. Neither PurchaserNotwithstanding the foregoing, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending Sellers are expressly permitted to make such release shall use its commercially reasonable efforts consistent with applicable law distributions to consult with their sole member, Posteluk, and to pay down the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser principal and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitioninterest on their indebtedness.

Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (xa) as required by applicable law, (y) Except as otherwise expressly contemplated required by this Agreement, Agreement or (z) with the prior written consent of Purchaser: Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), between the date hereof and the Closing, Sellers and the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary course of business and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and Company. (Bb) preserve Without limiting the present relationships with customers, suppliers, licensors and licensees generality of the Company and its Subsidiaries; foregoing, except as otherwise expressly provided on Schedule 6.10 or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Seller and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations : (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction i) except in the ordinary and usual course Ordinary Course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow Business, declare, set aside, make or pay any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash dividend or other property to Seller distribution in respect of the capital stock of or purchase or redeemother securities of, or make any agreements to purchase or redeemother ownership interests in, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiariesthe Subsidiaries or repurchase, redeem or otherwise acquired any outstanding equity interests or other securities of, or other ownership interests in, the Company or any rightof the Subsidiaries; (ii) transfer, options issue, sell, pledge, encumber, or warrants with respect thereto; dispose of the equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or granted options, warrants, calls or other rights to purchase or otherwise acquired equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries except Jxxx-Xxxxxx Xxxxx may exercise his outstanding warrant and option interests; (iii) effect any recapitalization, reclassification reclassification, stock split, combination or like change in the capitalization of the Company or any of its the Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize amend the issuance terms of any other outstanding securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its the Subsidiaries; (iv) amend the organizational documents of the Company or any of the Subsidiaries; (v) (A) increase the salary or other compensation of any director, manager, officer or Internal Employee or consultant, except in the Ordinary Course of Business, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, Internal Employee or consultant, (C) increase the coverage or benefits available under any (or create any new) severance, retention, change in control or similar pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, managers, officers, Internal Employees, agents or representatives of the Company or any of the Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, retention, change in control, special pay, consulting, non-competition or similar agreement or arrangement with any directors, managers or officers of the Company or any of the Subsidiaries (or amend any such agreement) to which the Company or any of the Subsidiaries is a party; (vi) except in the Ordinary Course of Business, (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (B), pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness of the Company or any of the Subsidiaries; or (C) modify the terms of any Indebtedness or other Liability; (vii) subject itself to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company or any of the Subsidiaries; (viii) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company or the Subsidiaries, other than for fair consideration in the Ordinary Course of Business; (ix) enter into or agree to enter into any merger or consolidation with any corporation or other entity, or engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other securities thereof Person; (x) cancel or compromise any debt or claim or waive or release any material right of the Company or any rightsof the Subsidiaries except in the Ordinary Course of Business; (xi) enter into any commitment for capital expenditures of the Company and the Subsidiaries in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (xii) enter into, warrants modify or options terminate any labor or collective bargaining agreement of the Company or any of the Subsidiaries or, through negotiation or otherwise, make any commitment or incur any Liability to acquire any such shares or other securities; cancel any debts owing labor organization with respect to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose ofSubsidiaries; (xiii) introduce any material change with respect to the operation of the Company or any of the Subsidiaries, fail to take reasonable steps to protectincluding any material change in the types, nature, composition or permit to lapsequality of its products or services, any rights for or, other than in the use ofOrdinary Course of Business, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in product specifications or prices or terms of distributions of such products or change its pricing, discount, allowance or return policies or grant any pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies; (xiv) enter into any transaction or enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not in the Ordinary Course of Business; (xv) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, make any investments in or loans to, or paid any fees or expenses to, or enter into or modify any Contract with any Related Persons; (xvi) make a change in its accounting or Tax reporting principles, methods or policies; (A) make, change or revoke any Tax election, settle or compromise any Tax claim or Liability or enter into a settlement or compromise, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, or accounting (B) prepare or file any Tax Return (or any amendment thereof) unless such Tax Return is prepared in a manner consistent with past practice and the Company provides Buyer a copy thereof (together with supporting papers) at least three (3) Business Days prior to the due date thereof for Buyer to review and approve; (xviii) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company or any Subsidiary to compete with or conduct any business or line of business in any geographic area; (xix) terminate, amend, restate, supplement, abandon or waive any rights under any (A) Material Contract (including any Real Property Lease, Personal Property Lease or Intellectual Property License), other than in the Ordinary Course of Business or (B) Company Permit; (xx) settle or compromise any pending or threatened Legal Proceeding or any claim or claims for, or that would result in a loss of revenue of, an amount that could, individually or in the aggregate, reasonably be expected to be greater than $15,000; (xxi) change or modify its credit, collection or payment policies, procedures or practices; write off as uncollectible , including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xxii) take any notes action which may adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement; (xxiii) enter into any new line of business, or discontinue any existing line of business; (xxiv) (A) delay or postpone the payment of accounts payable or other liabilities, other than those being disputed in good faith, or (B) accelerate or cause the acceleration of the collection or receipt of any accounts receivable, other than in the ordinary course Ordinary Course of business Business; (xxv) fail to keep in full force and effect all insurance policies, except for insurance policies that relate to a Plan, as of the date hereof (or insurance policies having substantially similar coverage); (xxvi) agree to do anything prohibited by this Section 6.10 or that could be reasonably expected to have a material adverse effect to the Company. (c) Nothing contained in this Agreement is intended to or shall give Purchaser, directly or indirectly, the right to control or direct the operations of the Business or the Company prior to the Closing. Prior to the Closing, Seller shall exercise, consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series the terms and conditions of related transactions providing for payments in excess of $25,000 in this Agreement, control and supervision over the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management operations of the Company Business and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transition.

Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (xa) as required by applicable law, (y) Except as otherwise expressly contemplated by this Agreement, or (zb) with the prior written consent of Purchaser: , (c) as approved by the Company shallBankruptcy Court, or (d) except as described on Schedule 7.3, from the date hereof until the Closing Date, Sellers: (a) shall not sell, transfer, abandon, permit to lapse or otherwise dispose of any of the assets of any Seller except in the Ordinary Course of Business; (b) shall and Seller shall cause the Company to, other Sellers to conduct the Business only in the ordinary Ordinary Course of Business (including timely payment of post-petition accounts payable, purchasing and usual course maintaining appropriate levels of Inventory in accordance with the Cash Collateral Order, entering into and fulfilling customer contracts consistent with past practices; , performing all required maintenance and repairs, maintaining all insurance policies in effect as of the Company shallPetition Date, making capital expenditures and Seller collecting Receivables); (c) shall cause the Company to, use commercially reasonable efforts to not (A) preserve the present business operationsauthorize, organization and goodwill declare or pay any dividends on or make any distribution with respect to its outstanding shares of the Company and its Subsidiariescapital stock or other Equity Securities (whether in cash, and assets, stock or other securities), (B) preserve make any capital contributions to, or enter into any intercompany loan or other intercompany arrangement with, any other Seller or (C) forgive or repay any intercompany loan or obligation owed to or by any other Seller (and Sellers represent and warrant that no action contemplated by this Section 7.3(c) has been taken by any Seller since September 30, 2013 except to the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller extent set forth on Schedule 7.3); (d) shall not permit the Company to: payreclassify, discharge or satisfy any claimscombine, liabilities or obligations (absolutesplit, accruedsubdivide, contingent or otherwise)redeem, other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeemotherwise acquire, directly or indirectly, any of its capital stock or membership interests, or make any agreements other change with respect to purchase or redeem, any of its equity securities; capital structure; (e) shall not issue, deliver, sell, pledge pledge, dispose of or encumber, or authorize, propose or agree to authorize the issuance, delivery, sale, pledge pledge, disposition or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such its capital stock or other security, including options) of the Company ownership interest in any Seller or any of its Subsidiariessecurities convertible into or exchangeable for any such shares or ownership interest, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan; (f) shall and shall cause the other Sellers to use commercially reasonable efforts to preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (g) shall not and shall cause the other Sellers to not (A) grant or announce any stock option, equity or incentive awards or the increase in the salaries, bonuses or other securitiescompensation and benefits payable by any Seller to any of the employees, directors or other service providers of the Business except in the Ordinary Course of Business; cancel (B) hire any debts owing new employees to the Company or waive any claims or rightsBusiness, except in the ordinary course Ordinary Course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business Business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to terminate any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transition.Business except for terminations for cause,

Conduct of the Business Pending Closing. From and after the date hereof until the ClosingClosing Date, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: the Company shall, and Seller shall cause the Company to, conduct the Business only set forth in the ordinary and usual course consistent with past practices; the Company shalldisclosure schedules hereto or unless Buyer shall otherwise consent in writing, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and each its Subsidiaries, and Subsidiaries shall: (Ba) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and carry on its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course in substantially the same manner in which it previously has been conducted and, to the extent consistent with such business, use its reasonable best efforts to preserve intact its present business organization, to keep available in all material respects the services of business; declare its present officers and employees, and to preserve for its business the good will of the customers, suppliers and others having business relations with it, (b) not amend its Certificate of Incorporation or made any payment or distribution of cash Bylaws, or other property to Seller organizational documents, (c) not adopt a plan of liquidation or dissolution, and not merge or consolidate with, or purchase substantially all or a material portion of the assets of, or otherwise acquire any business of any person, (d) not take any action described in Section 5.2(a)-(g), nor otherwise take any action or omit to take any actions which action or omission would result in a breach or inaccuracy of any of their representations and warranties contained herein in any material respect at, or as of any time prior to the Closing, (e) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practice, (f) not take any action or omit to take any action which will result in a violation of any applicable law or cause a breach of any agreements, contracts or commitments by it (including, without limitation, the Contracts), except for violations or breaches which, individually or in the aggregate, would not have a Material Adverse Effect, (g) not issue, redeem, repurchase, split or make reclassify any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other securityequity securities or issue, including become a party to, redeem or repurchase any subscriptions, warrants, rights, options) , convertible securities or other agreements or commitments of the Company any character relating to its issued or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its unissued capital stock, or issue or authorize the issuance of any its other securities in respect ofequity securities, in lieu of or in substitution for shares of its capital stockif any, or repurchasegrant any stock appreciation, redeem phantom stock or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any similar rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose of, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or (h) not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take do any of the actions set forth foregoing referred to in this subparagraph clauses (ca) - (g). Publicity. Neither Purchaser, Seller nor and (j) promptly advise Buyer of any fact, condition, occurrence or change known to the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement Investors or the transactions contemplated hereby without obtaining the prior written approval Company that would cause of each breach of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser this Section 7.2 or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in would have a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionMaterial Adverse Effect.

Conduct of the Business Pending Closing. From and after (a) Subject to any obligations as a debtor or debtor-in-possession under the Bankruptcy Code, from the date hereof until the ClosingClosing Date, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with without the prior written consent of Purchaser: the Company shallBuyer: (i) Seller shall cause each Transferred MissChem Subsidiary not to adopt or propose any change in its Organizational Documents; (ii) Seller shall cause each Transferred MissChem Subsidiary not to declare, and set aside, or pay any dividend, interest or other distribution with respect to any of its Equity Interests, or split, combine, or reclassify any of its Equity Interests, or repurchase, redeem, or otherwise acquire any of its Equity Interests; (iii) Seller shall cause each Transferred MissChem Subsidiary not to merge or consolidate with any other Person or acquire a material amount of assets of any other Person; (iv) Seller shall cause each Transferred MissChem Subsidiary not to lease, license, or otherwise acquire any assets; (v) Seller shall cause each Transferred MissChem Subsidiary not to change any method of accounting or accounting practice used by it, except for any change required by GAAP; (vi) Seller shall cause the Company toTransferred MissChem Subsidiaries not to obtain any rulings or make any elections with respect to Taxes, conduct the Business only in the ordinary and usual course consistent or enter into any agreements with past practices; the Company shall, and any Taxing Authority; (vii) Seller shall cause the Company to, use commercially reasonable efforts Transferred MissChem Subsidiaries to preserve intact their relationships with third parties and keep available the services currently provided to them; and (Aviii) preserve Seller shall not and shall cause the present business operations, organization and goodwill Transferred MissChem Subsidiaries not to agree or commit to do any of the Company and its Subsidiaries, and foregoing. (Bb) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company Seller shall not, and Seller shall use its Best Efforts to cause the Transferred MissChem Subsidiaries not permit to, except to the Company to: payextent necessary to comply with the requirements of applicable Legal Requirements, discharge or satisfy any claims(i) take, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeemagree, or commit to take, any action that would make any agreements representation or warranty of Seller hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date, (ii) omit, or agree or commit to purchase omit, to take any action necessary to prevent any such representation or redeemwarranty from being inaccurate in any respect at, or as of any time prior to, the Closing Date, or (iii) take, agree, or commit to take, any of its equity securities; issue, deliver, sell, pledge or encumberaction that would result in, or authorize, propose or agree is reasonably likely to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims or rights, except in the ordinary course of business; sell, transfer, or otherwise dispose ofresult in, any of the Assets; dispose of, fail to take reasonable steps to protect, or permit to lapse, any rights for the use of, any Intellectual Property, or dispose of, fail to take reasonable steps to protect, or disclose to any Person any Proprietary Information or Confidential Information; make any change in any its methods of accounting or accounting practices; write off as uncollectible any notes or accounts receivable, other than in the ordinary course of business consistent with past practice; make any capital expenditures or capital expenditure commitments; enter into any transaction or series of related transactions providing for payments in excess of $25,000 in the aggregate, whether or not in the ordinary course of business; make any material change in the manner in which products or services are developed or marketed; loan or advance any amount to, or make any payments to or receive any payments from, or sell, transfer or lease any of its assets to, any Affiliate, except in the ordinary course of business consistent with past practice; discharge or satisfy any Encumbrance or pay any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the ordinary course of business; (A) terminate, cancel or request any material change in, or agree to any material change in, any Subsisting Contract, or (B) enter into any contract which would constitute a Subsisting Contract as defined herein, other than in the ordinary course of business consistent with past practices; adopt, agree to adopt, or make any announcement regarding the adoption of (i) any new pension, retirement or other employee benefit plan, program or policy or (ii) any amendment to any existing plan, policy or program; increase the compensation, bonuses or benefits of any employee, officer, director, or consultant of the Company or any of its Subsidiaries, other than annual increases in the ordinary course of business consistent with past practices at the regularly scheduled times; amend or modify any of the organizational documents of the Company; make any material election with respect to Taxes or make any change in any such election; change its methods of accounting in effect at November 30, 2005, except as required by changes in GAAP as agreed to by the Company's independent public accountants or as may be required by applicable law; make any charitable contributions or pledges; settle any pending Legal Proceeding to which the Company or any of its Subsidiaries is a party, except as otherwise listed on Schedule 4.06(c)(xxiv); or suffer, authorize, agree or commit to take any of the actions conditions set forth in this subparagraph (c). Publicity. Neither Purchaser, Seller nor the Company, nor any of their respective Subsidiaries, Affiliates or Representatives, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of each of the other parties hereto, unless, in the reasonable and good faith judgment of Purchaser or Seller, as the case may be, upon the advice of counsel, disclosure is otherwise required by applicable law or by the applicable rules of any stock exchange on which either Cyber Digital or Seller lists securities; provided, that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable law to consult with the other party with respect to the content thereof. The parties hereto agree that the initial press release to be issued in connection with the transactions contemplated hereby shall be in a form mutually agreed by them. In addition, Purchaser and Seller shall cooperate with each other in preparing and making one or more internal announcements to the employees of the Company designed to provide information to such employees with respect to, among other things, transition issues, in order to promote a smooth transitionArticle IX not being satisfied.