Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. (a) From the date hereof until the Closing, Seller shall: (i) conduct the NetCure Business only in the ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) use reasonable efforts to preserve the NetCure Business's business organization intact and to keep available the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets. (b) Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Seller shall not (and shall not permit any of its Affiliates to) (i) create or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respect. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant.

Conduct Prior to the Closing. (a) From Unless Buyer consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), except as required by applicable Law or expressly required by this Agreement, from and after the date hereof of this Agreement until the Closing, Seller shallearlier of: (i) conduct the NetCure Business only in the ordinary course consistent with past practiceClosing Date, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; and (ii) conduct the NetCure Business termination of this Agreement pursuant to Section 11.1 (the “Pre-Closing Period”), Seller shall, and shall cause its Affiliates engaged in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) the research, development or manufacture of the Compound or any Product to, use commercially reasonable efforts to preserve the NetCure Business's business organization intact and to keep available the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets. (b) Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Seller shall not (and shall not permit any of its Affiliates to) (i) create or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into conduct such activities only in the ordinary course of business consistent with past practice; practice and preserve the Acquired Assets and the existing business relationships of Seller and its Affiliates related to the research, development or manufacture of the Compound or any Product. (b) Without limiting the generality of Section 7.1(a), unless Buyer consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), except as required by applicable Law or expressly required by this Agreement or as set forth in Section 7.1(b) of the Seller Disclosure Letter, during the Pre-Closing Period, Seller shall not take any of the following actions: (i) [***], transfer, sell, lease, enter into any sale lease back (or similar arrangement), license, mortgage, pledge, encumber or otherwise convey or dispose of or grant any rights in, or create any Liens (other than Permitted Liens) on, the Compound, any Product or any of the Acquired Assets, other than the grant of non-exclusive licenses to rights to the Compound for the sole purpose of continuing the TATCIST Study that are restricted to such use and the use of inventory of the Compound for purposes of the TATCIST Study; (ii) enter into any Contract in respect of the research, development, manufacture or commercialization of the Compound or any Product other than Contracts reasonably necessary or appropriate to continue the TATCIST Study and that otherwise comply with the restrictions set forth in this Section 7.1(b) or Section 7.4; (iii) discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to, any Claim that (A) results by its terms in any express restriction on the research, development, manufacture or commercialization of the Compound or any Product or (B) results in a Liability to the extent that such Liability would constitute an Assumed Liability; (iv) amend vary any inventory practices with respect to the Compound or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or Product in any manner adverse respect materially inconsistent with past practice, except to the NetCure Business; extent necessary to conduct the TATCIST Study; (v) violate [***], adopt a plan of complete or partial liquidation or dissolution, recapitalization or other reorganization affecting the Acquired Assets, the Compound or any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; Product; (vi) modify, alter, restate disclose to any Third Party any trade secrets or amend other confidential information included in the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or Acquired Assets other than pursuant to a confidentiality agreement on customary terms; (vii) knowingly engage correspond, communicate or consult with the FDA, EMA or similar Regulatory Authorities concerning the Compound or any Product without providing Buyer prior written notice and the opportunity to consult with Seller with respect to such correspondence, communication or consultation, to the extent such written notice and consultation is not prohibited by such Regulatory Authorities; provided, that prior to the Closing Date, Seller shall retain all final decision-making authority with respect to such correspondence, communications and consultation; (viii) except as requested by the FDA, EMA or similar Regulatory Authorities or in connection with a Study Termination Event, make any practicematerial modification to the TATCIST Study or the study protocol for the TATCIST Study; (ix) commence, take or submit any action application for a Governmental Authorization with respect to the commencement of, any clinical study of the Compound or omit any Product; (x) make any filing with any Governmental Authority to obtain Patent Rights or register any trademark, service mark, trade name or similar indicia of ownership with respect to the Compound or any Product or the making, use or sale thereof; or (xi) make a binding commitment to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respectforegoing actions. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct Seller’s or any of its Affiliates’ operations prior to the Closing. Prior to the Closing, the management of Seller shall exercise, consistent with and in accordance with the terms and conditions of this Agreement, complete control and supervision over the operations of Seller and its Affiliates. (d) Immediately prior to the Closing, Seller shall cause any other Transaction Documentof its Affiliates holding any asset(s) that constitute Acquired Asset(s) to transfer and assign such asset(s) to Seller. Seller or its applicable Affiliates shall be solely responsible for, or limit Seller's liability for damages incurred for any breach of any and shall pay, all costs and expenses, including all Taxes, resulting from such warranty, representation or covenanttransfers.

Conduct Prior to the Closing. (a) From Except as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Merger or to perform the Transaction Agreements and except for matters identified in Section 6.01 of the Disclosure Schedule, from the date hereof of this Agreement through the Closing, unless the Acquiror otherwise consents in writing in advance (such consent not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Closing, Seller shallor, if earlier, the termination of this Agreement in accordance with its terms, RAI will, and will cause the RAI Asset Owners to, and will use its reasonable best efforts to cause the Lorillard Asset Owners to: (iA) conduct operate the NetCure business related to the RAI Brands and the PR Business only and the blu Brand Business in the ordinary course in all material respects; (B) use reasonable best efforts to preserve intact the material business relationships and goodwill associated with the Acquired Brands, the blu Brand Business and the PR Business with the material customers, material suppliers, material distributors, material agents, material retailers and others with whom the RAI Asset Owners or Lorillard Asset Owners have business relationships with respect to the business related to the Acquired Brands and the blu Brand Business or the PR Business, as applicable; (C) use reasonable best efforts to continue distribution practices substantially in accordance with past practice; and (D) use reasonable best efforts to keep available the services of executive officers and the Key Lorillard Employees who are Proposed Transferred Employees in the ordinary course consistent with past practice. In addition, perform its obligations under all agreements binding upon it with respect to and without limiting the NetCure Business generality of the foregoing, except for matters identified in Section 6.01 of the Disclosure Schedule, unless the Acquiror otherwise consents in writing in advance (such consent not be unreasonably withheld, conditioned or included among delayed), from the Purchased Assets; (ii) conduct date of this Agreement until the NetCure Business Closing, or, if earlier, the termination of this Agreement in accordance with all Applicable Laws; its terms, RAI will not and will cause the other Sellers not to: (iiia) maintain business insurance consistent with prudent business practice; grant any Lien (ivother than granting or suffering to exist a Permitted Lien) use reasonable efforts to preserve the NetCure Business's business organization intact and to keep available the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of on any material capital expenditures and promptly of any other material developments in respect of Transferred Assets (whether tangible or intangible) that will not be extinguished, as to the NetCure Business or Purchased Transferred Assets., at the Closing; (b) Except acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division that would constitute Transferred Assets in excess of $35,000,000 in the aggregate; (c) incur or suffer to exist any Indebtedness (including intercompany Indebtedness) that would encumber any Transferred Asset, or otherwise issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, except for any Indebtedness, debt securities or obligations for which RAI or its Affiliates shall be solely obligated and that shall be Excluded Liabilities or that will be extinguished on or prior to the Closing; (d) other than in the ordinary course of business consistent with past practice, waive any claims or rights of material value to the Acquired Brands, the PR Business or the blu Brand Business (to the extent such claims or rights would constitute Transferred Assets); (e) sell, pledge, assign, transfer, lease, sublease, license or otherwise dispose of any Transferred Assets, other than (i) Intellectual Property, Inventory and obsolete or excess Equipment in the ordinary course of business consistent with past practice or (ii) pursuant to existing Assumed Contracts or commitments or pursuant to Assumed Contracts entered into after the date of this Agreement without violating the terms of this Agreement; (f) with respect to (i) the blu Brand Business, (A) undertake or commit to undertake any capital expenditure in any 12-month period (to the extent such capital expenditure would constitute an Assumed Liability) in excess of $10,000,000 in the aggregate for all such capital expenditures that are not contemplated by this Agreement the capital plans set forth in Section 6.01(f)(1) of the Disclosure Schedule or (B) fail to make any capital expenditure contemplated by the capital plans set forth in Section 6.01(f)(1) of the Disclosure Schedule, except to the extent such failure would not materially affect the capital plan or cause a timing delay of more than a quarter or (ii) the PR Business, (A) undertake or commit to undertake any capital expenditure in any 12-month period (to the extent such capital expenditure would constitute an Assumed Liability) in excess of $20,000 in the aggregate for all such capital expenditures that are not contemplated by the capital plans set forth in Section 6.01(f)(2) of the Disclosure Schedule or (B) fail to make any material capital expenditure contemplated by the capital plans set forth in Section 6.01(f)(2) of the Disclosure Schedule; (g) solely with respect to Proposed Transferred Employees, other than to the extent required by any existing Employee Plan or expressly contemplated or permitted by the prior written consent terms of Purchaserthis Agreement or the Merger Agreement, Seller shall not (and shall not permit any of its Affiliates to) (i) create grant or permit to exist announce any Encumbrance on any of increase in the Purchased Assets (wages, salaries, compensation, bonuses, incentives, pension or other benefits payable, other than Permitted Encumbrances and in the encumbrances set forth in Section 2.5 ordinary course of the Disclosure Schedule); business consistent with past practice, (ii) sell establish, adopt, amend or leasebecome a party to any new employee benefit or compensation plan, program, commitment, agreement or arrangement or collective bargaining agreement or other trade union agreement or amend any existing Employee Plan (including any employment agreement) in a manner that affects compensation or benefits payable, other than immaterial amendments, renewals and other changes in the ordinary course of business consistent with past practice, (iii) increase or promise to increase any benefits under any Employee Plan, other than in the ordinary course of business consistent with past practice, (iv) accelerate any vesting of compensation or benefits or pay any material compensation or benefits not otherwise due, (v) grant any rights to severance or termination pay to, or enter into any agreement with any other person employment, consulting or entity for the sale or leaseseverance agreement, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of businessbusiness consistent with past practice, or (vi) with respect to any Employee Plan that is assumed as provided in Exhibit D, modify the actuarial assumptions used for determining benefits thereunder or fund any trusts related thereto, except, in each case, as required by Law (including, without limitation, Lorillard’s obligation to engage in good faith bargaining); ; (iiih) amend other than in the ordinary course, make any changes in any material respects to the working capital policies of the blu Brand Business or the PR Business or the inventory maintenance policies applicable to the Inventory; (i) enter into any transactions or Contracts with Affiliates that would be Assumed Contracts or otherwise binding on the Transferred Assets after the Closing, other than in the ordinary course of business consistent with past practice; (i) other than in the ordinary course of business consistent with past practice, terminate, modify the terms or amend, release, enter into, extend or waive any material right under, or discharge any other party thereto of any Intellectual Property Rights (or of their material obligations under, any license thereof) included among the Purchased Assets or grant any license of sublicense under or lease in respect of Transferred Leased Property; or (ii) enter into any Contract that materially restrains, materially restricts or materially limits (A) the ability to sell, distribute or market any Acquired Tobacco Cigarette Brand or (B) the blu Brand Business or the PR Business from competing with or conducting any business or line of the Purchased Assets business in any geographic area, in each case other than licenses to customers and suppliers exclusive distribution, agency or supply arrangements (not with Affiliates) entered into in the ordinary course of business consistent with past practice; ; (ivk) amend fail to materially comply with any Law applicable to the operation or conduct of the blu Brand Business or PR Business; (l) take any action that is reasonably likely to result in the termination, suspension, material modification, revocation or nonrenewal of any Permits that are material to the blu Brand Business or PR Business; (m) enter into any new Contract that, if entered into prior to the date of this Agreement would be an Assumed Contract, or terminate, materially modify or materially amend, release, enter into, extend, waive any material right under, assign or otherwise modify the terms change any material rights under, or discharge any other party thereunder of any Governmental Authorization or Private Authorization other than of their material obligations under any Assumed Contract, except in each case (i) in the ordinary course of business consistent with past practice or (ii) consistent with subsections (g) and (n); (n) agree to any modification of payments or obligations under any State Settlement or agreement related to any State Settlement or in any manner adverse relation to the NetCure Business; (v) violate any Applicable Law relating DoJ Tobacco Case, including agreements with States, other OPMs or SPMs, that by its terms applies to the operation Acquired Tobacco Cigarette Brands (or any of the NetCure Business them) differently than it does to other tobacco cigarette brands owned by RAI or the Purchased Assets; (vi) modifyLorillard, alter, restate or amend the certificate of incorporation take or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit fail to take any action under any State Settlement that could affect the Acquiror’s payment or other obligations after the Closing or waive any credit or right under any State Settlement to which the Acquiror would be entitled after the Closing; (o) take any action (including any action with respect to the FDA, any State or NAAG) that is reasonably likely to result in the termination, suspension, material modification, revocation or nonrenewal of the brand registrations, licenses or Certification/Listing of the Acquired Tobacco Cigarette Brands; (p) take any action that is reasonably likely to result in a material adverse change in any obligations under the Final Judgment and Remedial Order in respect of the Acquired Tobacco Cigarette Brands; or (q) authorize or enter into any transaction that would render transaction, agreement, commitment, undertaking or arrangement with respect to any of the warranties and representations of Seller contained foregoing. Nothing in this Section 6.01 shall be deemed to limit any transfer of Excluded Assets prior to the Closing. Nothing in this Section 6.01 is intended to, or should be interpreted to, limit Lorillard’s ability to engage in any legally required good faith bargaining with the unions representing Lorillard employees. Nothing in this Section 6.01 or in the remainder of this Agreement shall give the Acquiror, directly or indirectly, the right to control or direct the operations of RAI or Lorillard or any of their respective Affiliates with respect to the Transferred Assets prior to the Closing. Nothing in this Section 6.01 will restrict RAI or Lorillard or any of their respective Affiliates from taking any action required to be taken by it or become untrue in from exercising any material respectright permitted under Section 5.02, Section 5.03 or, subject to the proviso to Section 6.16(b) hereof, Section 6.03 of the Merger Agreement. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant.

Conduct Prior to the Closing. (a) From Except as required by applicable Law or as expressly provided in this Agreement or the Additional Agreements, and except in connection with the implementation of the Pre-Closing Reorganization Transactions, and except for matters identified in Section 5.01(a) of the Disclosure Letter, from the date hereof of this Agreement through the Closing (or until earlier termination of this Agreement), unless Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall (solely with respect to the ClosingBusiness), Seller shall: and shall cause each of its Affiliates (isolely in respect of the Business) and each of the Transferred Companies to, (x) conduct the NetCure Business only in the ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (ivy) use commercially reasonable efforts to preserve intact the NetCure Business's business organization intact , and to the Transferred Companies’ operations, permits, rights, goodwill, relations with customers, suppliers, distributers, Governmental Authorities and others with which they do business, keep available the services of their executive officers and employees and maintain the Designated Employeesassets and properties of the Business in good working order consistent with past practice, providedand (z) in each case with respect solely to the Transferred Companies and the Business, howeverto the extent permitted by applicable Laws, that this provision shall not prohibit Seller from discharging do or permit to be done any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets.following: (b) Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Seller shall not (and shall not permit any of its Affiliates to) (i) create or permit to exist grant any Encumbrance on any of the Purchased Assets Lien (other than granting or suffering to exist a Permitted Encumbrances and the encumbrances set forth in Section 2.5 Exception) on any material asset (whether tangible or intangible) of the Disclosure Schedule); Business, including any Owned Intellectual Property or Licensed Intellectual Property; (ii) sell or sell, transfer, license, lease, sublease or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, otherwise dispose of any Asset having a value in excess of $1,000,000 on an individual basis or $5,000,000 in the Purchased Assets (aggregate, in each case other than sales of inventory or non-exclusive licenses in the disposition ordinary course of obsolete business consistent with past practice or pursuant to Contracts in effect prior to the date hereof; (iii) offer, grant, issue, sell, pledge or transfer to any Person any interest or securities in the Transferred Companies, or any securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, interest or securities in the Transferred Companies, or redeem, repurchase or otherwise acquire any interest or securities in the Transferred Companies or make any other change in the capital structure of the Transferred Companies; (iv) change or amend their organizational documents; (v) (A) award any bonuses to, or increase the compensation or benefits payable or to become payable to, any Business Employee, in each case except (1) in the ordinary course of business consistent with past practice, (2) pursuant to an Employee Plan or the terms and conditions of employment of such Business Employee, existing on the date hereof or (3) as required by applicable Law; or (B) establish, adopt, enter into, materially amend or terminate any Company Plan or Parent Plan (or any plan, program or agreement that would be a Company Plan or Parent Plan if in effect on the date hereof), except as required by applicable Law, and except in a manner that (1) similarly affects Parent’s and its Affiliates’ employees who participate in such Parent Plan or (2) does not impact any Business Employees; (vi) change or amend the terms of any collective bargaining agreement applicable to Business Employees; (vii) enter into or amend or extend any material term of, or waive any material claim or right under, or terminate any Material Contract or lease for Leased Real Property, except in the ordinary course of business consistent with past practice; (viii) make any material change in any (i) method of accounting or accounting practice or policy used by the Transferred Companies, other than such changes as are required by the Transaction Accounting Principles or applicable Law or (ii) Privacy Policy or the security of any IT Systems in any manner that is materially adverse to the Business, except as required by applicable Law; (ix) except as contemplated by the 2019 capital expenditure plan or 2020 capital expenditure plan of the Transferred Companies previously provided to Buyer, enter into any commitment for capital expenditures or acquisitions (by merger, acquisition or otherwise) of any assets, securities or businesses in excess of $1,000,000 for any individual commitment and $5,000,000 for all such commitments in the aggregate (other than acquisitions of raw materials, machinery, and equipment made in the ordinary course of business); ; (iiix) amend fail to maintain their books and records in the ordinary course of business consistent with past practice; (xi) incur, assume, modify or refinance any Debt (as defined in clauses (i) to (viii) in the definition thereof), except (A) to the extent that such Debt will be settled or otherwise modify eliminated prior to the terms Closing, (B) any Debt incurred by a Transferred Company to another Transferred Company that immediately prior to the Closing will be wholly beneficially owned by Aust Holdco, or (C) any Debt that is incurred in the ordinary course of business; provided that, with respect to clause (C), (i) Debt for borrowed money in excess of $10,000,000 in aggregate principal amount shall not be deemed to be in the ordinary course of business and (ii) any new or incremental guarantees (including bank guarantees of Liabilities or obligations of any Intellectual Property Rights Transferred Company) shall not be deemed to be in the ordinary course of business; (xii) other than extensions of credit to customers in the ordinary course of business, make or guarantee any loans, advances, capital contributions to or investments in any Person (other than another Transferred Company that, as of Closing, will be wholly beneficially owned by Aust Holdco); (xiii) (A) liquidate, dissolve, reorganize or wind up the business or operations of any Transferred Company or (B) discontinue any line of business or engage in any new line of business; (xiv) enter into any settlement or release with respect to any material Action relating to the Transferred Companies or the Business (except relating to Taxes), unless such settlement or release contemplates only the payment of money (or the modification, termination or release of any license thereofrights or obligations of Parent or the Seller Parties) included among less than $1,500,000 individually or $3,000,000 in the Purchased Assets aggregate and paid in their entirety prior to the Closing and without ongoing limits on the conduct or operation of the Transferred Companies or the Business; (xv) enter into, amend, terminate or grant any license waiver under any Contract with any Seller Party or any of sublicense under their respective Affiliates, other than entry into the Reorganization Documents or the applicable Additional Agreements in accordance with this Agreement; (xvi) make, change or revoke any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Return, surrender or waive any claim for a material Tax refund, settle or compromise any material Tax liability, agree to any extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes, enter into any closing agreement with respect to any material amount of Tax, or enter into any Tax allocation agreement, Tax indemnity agreement or Tax sharing agreement, in each case, with respect to the Taxes of the Transferred Companies, other than as required by applicable Law; (xvii) effect any merger, consolidation, recapitalization, reclassification or other change in the capitalization of the Transferred Companies; (xviii) abandon, fail to diligently maintain, transfer, sell, encumber, exclusively license, place in the public domain or otherwise dispose of any of the Purchased Assets right, title or interest in or to any Owned Intellectual Property or Licensed Intellectual Property, other than licenses non-material actions or transactions in the ordinary course of business consistent with past practice; (xix) declare, set aside or pay any non-cash dividend or non-cash distribution to customers and suppliers entered into any Person; (xx) enter into, terminate or modify any Hedge Contracts, other than in the ordinary course of business consistent with past practice; or (ivxxi) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render legally binding commitment with respect to any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respectforegoing. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant.

Conduct Prior to the Closing. Between the date hereof and the Closing: (a) From FIRST MANHATTAN will not enter into any agreement, contract or commitment, whether written or oral, or engage in any transaction, without the date hereof until the Closing, Seller shall: (i) conduct the NetCure Business only in the ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) use reasonable efforts to preserve the NetCure Business's business organization intact knowledge and to keep available the services prior written consent of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets.GMI; (b) Except as otherwise contemplated by this Agreement FIRST MANHATTAN will not declare any dividends or permitted by distributions with respect to its capital stock or amend its Articles of Incorporation or By- Laws, without the prior written consent of PurchaserGMI; (c) FIRST MANHATTAN will not authorize, Seller shall issue, sell, purchase or redeem any shares of its capital stock without the prior written consent of GMI; (d) FIRST MANHATTAN will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish information to GMI in connection with any such requirements imposed upon the parties hereto in connection therewith; (e) FIRST MANHATTAN will not (and shall not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its Affiliates to) (i) create properties or permit to exist assets, acquire or dispose of fixed assets, change employment terms, enter into any Encumbrance on material or long-term contract, guarantee obligations of any of the Purchased Assets (other third party, settle or discharge any balance sheet receivable for less than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, its stated amount or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization transaction other than in the ordinary regular course of business or in any manner adverse business, except to comply with the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability terms of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any without the consent of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respect.GMI; (cf) Seller FIRST MANHATTAN shall grant to GMI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all its respective properties, books, contracts, commitments and records and, during such period, furnish promptly to GMI and such representatives all information relating to FIRST MANHATTAN as GMI may reasonably request; and (ig) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate Except for the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, howeverFIRST MANHATTAN will conduct its business in the normal course, and shall affect not sell, pledge or limit assign its assets without the scope prior written consent of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantGMI.

Conduct Prior to the Closing. (a) From During the period from the date hereof until to the Closing, Seller except as otherwise contemplated hereby or with the Buyer’s prior written consent the Company shall: (i) , and shall cause the Subsidiary to, conduct the NetCure Business only in the ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) Ordinary Course and use commercially reasonable efforts to preserve intact the NetCure Business's business organization intact Business and to keep available the services of the Designated Employeesits relationship with its employees, providedsales representatives, howevercustomers, that this provision shall not prohibit Seller from discharging suppliers, creditors and other third parties with which any of the Designated Employees for cause; (v) maintain and preserve Sellers, the goodwill of Transferred Companies or their respective Affiliates transacts business. During the suppliersperiod from the date hereof to the Closing, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets. (b) Except except as otherwise contemplated by this Agreement hereby, in connection with the completion of the Reorganization or permitted by with the Buyer’s prior written consent of Purchaser, Seller (which consent shall not (be unreasonably withheld), the Company shall not, and shall cause the Subsidiary not permit any of its Affiliates to: (a) (i) incur, create or permit to exist assume any Encumbrance on any of the Purchased Assets assets of the Transferred Companies except a Permitted Encumbrance; (b) sell, lease, license, transfer or dispose of any material assets of the Transferred Companies; (c) terminate, extend or modify any Material Contract, other than Permitted Encumbrances pursuant to Section 6.13; (d) enter into any Material Contract; (e) declare, set aside, make or pay any dividend or other distribution on any shares in the capital of the Transferred Companies, other than a dividend or other distribution by the Company prior to the Closing Date as contemplated herein; (f) amend the Organizational Documents of the Transferred Companies; (g) make any change in the accounting methods, policies, practices and procedures of any of the encumbrances set forth Transferred Companies, except insofar as may be required by a generally applicable change in Canadian GAAP; (h) except as contemplated by Section 6.15(c) issue, sell, pledge, transfer, dispose of or Encumber any shares in the capital of the Transferred Companies or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securities; (i) split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, any outstanding securities of the Transferred Companies, other than as may be required in connection with the Reorganization; (j) dispose of or permit to lapse any rights in, to or for the use of any Intellectual Property used in the Business as currently conducted other than in the Ordinary Course, or disclose to any Person, other than pursuant to this Agreement, not an Employee any Intellectual Property used in the Business as currently conducted not heretofore a matter of public knowledge, except pursuant to judicial or administrative process or obligations of the applicable Transferred Company contained in a written confidentiality agreement existing as of the date hereof; (k) hire any additional Employees, or enter into, establish, adopt, terminate, amend, modify or renew (or communicate in writing or orally any intention to take such action) any arrangement that would have been a Compensation Plan had it been established at the time of this Agreement, or grant any salary, wage or other compensation increase, increase any wage, payment, benefit or perquisite (including by making any incentive or bonus payments), or forgive any outstanding loans or extensions of credit to any Employee, except (i) for changes that may be required by applicable Law; provided, however, that the Buyer is notified in advance of such change, and (ii) to satisfy contractual obligations to the extent existing as of the date hereof that are listed on in Section 2.5 6.2(k) of the Disclosure Schedule; (l) except as contemplated by Section 6.15(c), take any action to accelerate the payment, funding or vesting of any pension, retirement, savings, profit sharing, deferred compensation, severance, consulting, bonus, group insurance or other compensation or benefits payable thereunder; (m) assume or enter into any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (n) (i) incur any additional Indebtedness or issue any debt securities or assume, guarantee or endorse any obligations of any other Person, or (ii) make any material loans, advances or capital contributions to, or investments in, any other Person (other than customary loans or advances to employees in amounts not material to the maker of such loan or advance); (o) settle any material pending or threatened claims, actions, suits, proceedings, arbitrations or other disputes; (p) make any capital expenditure other than capital expenditures in the Ordinary Course and, in any event, not in excess of $100,000 in the aggregate; (q) permit any Transferred Company to adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (r) (i) make or rescind any election relating to Taxes of the Company or any other Transferred Company; (ii) sell file any material amended income Tax Return of, or leaseclaim for refund for, any Transferred Company; (iii) enter into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the Internal Revenue Service or any other taxing authority or settle any audit or proceeding with respect to an amount of Taxes owed by any Transferred Company; (s) acquire (by merger, consolidation or acquisition of shares or assets) any corporation, partnership, limited liability company or other Person or division thereof or any equity interest therein; (t) cancel, waive, release, discount or compromise any material debt or claim or waive any rights of material value to any Transferred Company without such Transferred Company receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; (u) terminate or permit to lapse any Governmental Authorization; or (v) authorize or enter into any agreement or commitment with any other person or entity for the sale or lease, directly or indirectly, of respect to any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any foregoing. Each of the Purchased Assets other than licenses to customers Parties hereby acknowledges and suppliers entered into in agrees that, if the ordinary course of business consistent with past practice; (iv) amend or otherwise modify Closing occurs on the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability date of this Agreement; or (vii) knowingly engage in , no Party shall have any practice, take Liability to any action or omit to take any action or enter into any transaction that would render any other Party arising out of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respect. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant6.2.

Conduct Prior to the Closing. (a) From 5.1 Conduct of Business of the Company. During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, Seller each Acquired Entity shall: (i) conduct the NetCure Business only , and each Founder agrees to cause each Acquired Entity to, operate its business in the ordinary course of business consistent with past practicepractices, perform its obligations under all agreements binding upon it except (i) as specifically disclosed in Section 5.1 of the Disclosure Schedule, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the NetCure Business or included among generality of the Purchased Assets; foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (ii) conduct subject to the NetCure Business right of Parent to review and timely approve any Tax Returns in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) this Agreement), to use reasonable best efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to use reasonable best efforts to (a) preserve intact the NetCure Business's present business organization intact and to organizations of each Acquired Entity, (b) keep available the services of the Designated Employeespresent officers and Employees of each Acquired Entity, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (vc) maintain and preserve the goodwill assets and technology of each Acquired Entity and (d) preserve the relationships of each Acquired Entity with customers, suppliers, customers distributors, licensors, licensees, and others having business relations dealings with them, all with the NetCure Business; goal of preserving unimpaired the goodwill and (vi) inform Purchaser in advance ongoing businesses of each Acquired Entity at the Closing. The Company shall promptly notify Parent of any material capital expenditures Material Adverse Effect involving the Company that arises during the period commencing with the date of this Agreement and promptly of any other material developments in respect continuing until the earlier of the NetCure Business or Purchased Assets. (b) Except as otherwise contemplated by termination date of this Agreement or permitted by the prior written consent Closing. Notwithstanding the foregoing, except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of Purchaser, Seller shall not this Agreement: (and shall not permit a) make any of its Affiliates to) expenditure or enter into any commitment or transaction exceeding $10,000 individually or $30,000 in the aggregate; (i) create or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, license or transfer to any Person any rights to any Acquired Entity Intellectual Property or Technology or enter into any agreement with respect to any other person Acquired Entity Intellectual Property or entity for the sale Technology with any Person or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of with respect to any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect Technology of any of the Purchased Assets Person (other than licenses non-exclusive agreements to customers and suppliers license or provide Acquired Entity Products to end-users pursuant to agreements that have been entered into in the ordinary course of business consistent with past practice; practices that do not materially differ in substance from the Standard Form Agreements), (ii) buy or license any Intellectual Property Rights or Technology or enter into any agreement with respect to the Intellectual Property Rights or Technology of any Person (other than non-exclusive end user license agreements entered into in the ordinary course of business consistent with past practices that do not materially differ from the Standard Form Agreements), (iii) enter into any agreement with respect to the development of any Intellectual Property Rights or Technology with a third party (other than consulting agreements that do not differ in substance from the Consulting Proprietary Information Agreement form), or (iv) amend terminate, fail to renew, abandon, cancel, let lapse, fail to continue to prosecute or otherwise defend any Acquired Entity Intellectual Property; (c) terminate or extend, or materially amend, waive, modify, or violate the terms of, any Contract disclosed on the Disclosure Schedule (or agree to do so), or enter into any Contract which would have been required to have been disclosed in Section 2.11 or Section 2.14 of the Disclosure Schedule had such Contract been entered into prior to the date hereof; (d) engage in or enter into any material transaction or commitment, or relinquish any material right, outside the ordinary course of such Acquired Entity’s business consistent with past practice; (e) enter into or materially amend, waive or modify the terms of any Governmental Authorization Contract pursuant to which any other party is granted distribution, development or Private Authorization similar rights of any type or scope with respect to any products or technology of any Acquired Entity (other than consulting agreements that do not differ in substance from the Consulting Proprietary Information Agreement form); (f) create any new Liability of any kind exceeding $10,000 individually or $30,000 in the aggregate, other than (i) as required to consummate the Acquisition (including Third-Party Expenses) and (ii) employee expense obligations arising in the ordinary course of business, consistent with past practice; (g) initiate or settle any litigation, other than to enforce its rights under this Agreement; (h) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Shares, or split, combine or reclassify any Company Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Shares, or repurchase, redeem or otherwise acquire, directly or indirectly, any Company Shares (or options, warrants or other rights exercisable therefor); (i) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Company Shares or any securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities; (j) except as required by this Agreement, cause or permit any amendments to its Charter Documents or other organizational documents of any Acquired Entity; (k) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of any Acquired Entity; (l) enter into any agreement to purchase or sell any interest in real property, grant any security interest in real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify or terminate any of the terms of any Lease Agreements; (m) incur or guarantee any Indebtedness or issue or sell any debt securities or guarantee any debt securities or other obligations of others or create a Lien over any of its assets; (n) grant any loans to others or purchase debt securities of others or amend the terms of any outstanding loan agreement; (o) grant any severance or termination pay (in cash or otherwise) to any Employee, including any officer, of any Acquired Entity, except payments made pursuant to the Company Employee Plans set forth in the Disclosure Schedule and provided to Parent or pursuant to standard written agreements outstanding on the date hereof and disclosed in the Disclosure Schedule; (p) hire, offer to hire or terminate any Employees, or encourage any Employees to resign from any Acquired Entity; (q) adopt, amend or fail to maintain any Company Employee Plan, enter into any employment Contract, pay or agree to pay any special bonus or special remuneration to any director or Employee of any Acquired Entity, or increase or agree to increase the salaries, wage rates, or other compensation or benefits of its Employees except payments made pursuant to this Agreement or standard written agreements outstanding on the date hereof and disclosed in the Disclosure Schedule; (r) revalue any of its assets (whether tangible or intangible), including without limitation writing off notes or accounts receivable, settle, discount or compromise any accounts receivable, or reverse any reserves other than in the ordinary course of business and consistent with past practice; (s) pay, discharge, waive or satisfy, in an amount in excess of $10,000 in any manner adverse one case, or $30,000 in the aggregate, any claim, Liability, loan or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Current Balance Sheet; (t) make or change any Tax election, adopt or change any Tax accounting method, enter into any closing agreement or Tax ruling, settle or compromise any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or file any Tax Return (including any amended Tax Return) inconsistent with past practices unless such Tax Return has been provided to Parent for review within a reasonable period prior to the NetCure Business; due date for filing and Parent has consented to such filing (such consent not to be unreasonably conditioned, withheld or delayed); (u) enter into any license, distribution, reseller, OEM, joint venture or joint marketing or any similar arrangement or agreement (other than non-exclusive licenses of the Acquired Entity Products to end-users pursuant to agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Standard Form Agreements); (v) violate any Applicable Law relating except as required by GAAP, adopt or change the Company’s accounting policies or procedures, including with respect to the operation of the NetCure Business reserves for excess or the Purchased Assetsobsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, billing and invoicing policies, or payment or collection policies or practices; or (viw) modifytake, altercommit or agree in writing or otherwise to take, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained actions described in this Agreement to be Sections 5.1(a) through 5.1(v), inclusive, or become untrue any other act or omission that would cause or result in any material respect. (c) Seller shall (i) promptly notify Purchaser of (i) any event that renders any representation its representations and warranties contained herein being untrue or warranty of Seller hereunder untrue incorrect in any material respect at or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting prior to the ability of Seller to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantClosing Date.

Conduct Prior to the Closing. Between the date hereof and the Closing: (a) From ISPARTA will not enter into any agreement, contract or commitment, whether written or oral, or engage in any transaction, without the date hereof until the Closing, Seller shall: (i) conduct the NetCure Business only in the ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) use reasonable efforts to preserve the NetCure Business's business organization intact knowledge and to keep available the services prior written consent of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets.DECHAN; (b) Except as otherwise contemplated by this Agreement ISPARTA will not declare any dividends or permitted by distributions with respect to its capital stock or amend its Articles of Incorporation or Bylaws, without the prior written consent of PurchaserDECHAN; (c) ISPARTA will not authorize, Seller shall issue, sell, purchase or redeem any shares of its capital stock with the prior written consent of DECHAN; (d) ISPARTA will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish information to DECHAN in connection with any such requirements imposed upon the parties hereto in connection therewith; (e) ISPARTA will not (and shall not incur any indebtedness for money borrowed, or issue or sell any debt securities. Incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its Affiliates to) (i) create properties of assets, acquire or permit to exist dispose of fixed assets, change employment terms, enter into any Encumbrance on material or long term contract, guarantee obligations of any of the Purchased Assets (other third party. Settle or discharge any balance sheet receivable for less than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, its stated amount or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization transaction other than in the ordinary regular course of business or in any manner adverse business, except to comply with the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability terms of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any without the consent of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respect.DECHAN; (cf) Seller ISPARTA shall (i) grant to DECHAN and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all its respective properties, books, contracts, commitments and records and, during such period, furnish promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunderto DECHAN and representatives all information relating to ISPARTA as DECHAN, may reasonably request; and (ii) any material development affecting the ability of Seller to consummate except for the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3ISPARTA, howeverwill conduct its business in the normal course, and shall affect not sell, pledge or limit assign its assets without the scope prior written consent of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantDECHAN.

Conduct Prior to the Closing. (a) From 5.1 Conduct of Business of the Company and its Subsidiaries. During the ------------------------------------------------------- period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, Seller shall: the Company agrees (iunless otherwise required by this Agreement or Parent has given its prior consent in writing) conduct the NetCure Business only to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with the Company's past practices, to pay or perform its other obligations under all agreements binding upon it when due consistent with respect the Company's past practices, subject to any good faith disputes over such Liabilities, Taxes and other obligations and, to the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance extent consistent with prudent business practice; (iv) such business, to use reasonable efforts and institute all policies to preserve the NetCure Business's intact its present business organization intact and to organization, keep available the services of the Designated Employeesits present officers and key employees, providedpreserve its relationships with customers, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers distributors, licensors, licensees, independent contractors and others other Persons having business relations dealings with it and to cause its Subsidiaries to do the same, all with the NetCure Business; express purpose and (vi) inform Purchaser in advance intent of any material capital expenditures preserving unimpaired its goodwill and promptly of any other material developments in respect of ongoing businesses at the NetCure Business or Purchased Assets. (b) Closing. Except as otherwise expressly contemplated by this Agreement or permitted by Agreement, neither the Company nor any of its Subsidiaries shall, without the prior written consent of PurchaserParent, Seller shall not take, or agree in writing or otherwise to take: (and shall not permit a) any of the actions described in Sections 2.8 (a) through (jj) hereof; (b) any other action that would make any of its Affiliates to) (i) create representations or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or lease, or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to be or become untrue in any material respect.perform its agreements and covenants hereunder; (c) Seller shall hire any new employees or engage any new consultants (iother than co-op student employees who do not receive Company Options); (d) promptly notify Purchaser issue additional shares of its capital stock or grant any warrants, options or other rights to acquire shares of capital stock of the Company; (ie) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) any material development affecting notwithstanding the ability of Seller to consummate the transactions contemplated action permitted by this Agreement. No disclosure by Seller pursuant Section 5.1 relating to this actions described in Section 4.32.8(o), howeverthe Company shall not make any capital expenditures or commitments for additions to property, shall affect plant or limit equipment of the scope of any warranty, representation or covenant of Seller contained Company constituting capital assets individually in this Agreement an amount exceeding $5,000 or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant.the aggregate in an amount exceeding $10,000;

Conduct Prior to the Closing. (a) From the date hereof until the Closing, Closing Date: (a) Each Corporate Seller shall: (i) conduct maintain the NetCure Business only Transferred Assets in the as good repair, working order and condition as at present, ordinary course consistent with past practice, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assetswear and tear excepted; (ii) conduct maintain Inventory at levels consistent with the NetCure Business in accordance with all Applicable Lawsrequirements of the Business; (iii) maintain business insurance consistent with prudent business practice; (iv) use reasonable its best efforts to preserve the NetCure Business's business organization intact and to keep available to Buyer, the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain its employees and agents and preserve the goodwill of the for Buyer its relationships with suppliers, customers and others having business relations relationships with it; (iv) inform Buyer, on a regular basis, about all matters materially affecting the Business; (v) maintain its books of account and records in the usual and ordinary manner and in accordance with such Corporate Seller's accounting practices consistently applied; (vi) comply with all laws; (vii) maintain its present insurance in full force and effect, with policy limits and scope of coverage not less than is now provided by its present insurance; (viii) pay all accounts payable and other obligations (including taxes) on a basis consistent with the NetCure Businesspractices of the Business as of the date hereof; (ix) take all necessary actions to vest fully any employee of such Corporate Seller who becomes an employee of Buyer in his or her benefits under any Pension Plan maintained by such Corporate Seller as of the Closing; and (vix) inform Purchaser otherwise continue to operate in advance the ordinary course of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assetsits business. (b) Except as otherwise contemplated by this Agreement or permitted by No Corporate Seller shall, without the prior written consent of Purchaser, Seller shall not (and shall not permit any of its Affiliates to) Buyer: (i) create or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); change its corporate structure, (ii) sell amend its charter or leasebylaws, (iii) amend, supplement or enter into terminate any agreement with contract, (iv) incur any other person liability in excess of $25,000, (v) transfer or entity for the sale or lease, directly or indirectly, otherwise dispose of any of the Purchased Assets (Transferred Assets, other than sales (A) the sale of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into Inventory in the ordinary course of business consistent with past practice; and (ivB) amend the sale of other property that is not material to the Business and does not have an aggregate value in excess of $25,000, (vi) grant to its employees any increases in compensation or otherwise modify the terms of any Governmental Authorization or Private Authorization benefits, other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modifybusiness, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in transfer its employees to any practice, take any action or omit to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respectaffiliated operation. (c) No Seller shall directly or indirectly engage in any negotiations, discussions, or communications with, solicit or entertain offers from, or provide any information to, any persons or entities other than Buyer relating to the sale of all or any portion of any Corporate Seller or all or any portion of the Transferred Assets (other than as permitted by Section 7.1(b)(v) hereof. In addition to specific performance, in the event of any violation of this Section 7.1(c), Buyer shall be entitled to recover from the Sellers (and the Sellers shall be jointly and severally liable for): (i) all actual and consequential damages suffered by Buyer as a result of such violation and (ii) a bust-up fee ("Bust-Up Fee") equal to the greater of $3,000,000 or the full amount of all excess consideration agreed to be paid to the Sellers for all or any portion of the Transferred Assets sold in violation of Section 7.1(c). (d) Each Seller shall (i) promptly notify Purchaser on a confidential basis consistent with the prior agreement of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Sellerthe parties, provide Buyer's covenants hereunderemployees, agents, and authorized representatives with access to the locations operated by such Seller and to such information and materials regarding such Seller and/or the Business as Buyer may request in connection with its due diligence investigation or to verify the satisfaction of all of the conditions set forth in Article 9 hereof, (ii) any material development affecting cooperate and assist Buyer with its due diligence review to the ability extent reasonably requested by Buyer and (iii) after the completion of the first phase of Buyer's due diligence review (covering all matters other than customer and other proprietary information), arrange and accompany Buyer on confidential visits with such vendors and customers of the Corporate Sellers as Buyer may request, and provide Buyer with access to such of the employees of the Corporate Sellers as Buyer may request. (e) Each Seller shall use its best efforts to consummate cause the transactions contemplated by this Agreement. No disclosure by Seller pursuant conditions set forth in Section 9 to this Section 4.3, however, shall affect be satisfied on or limit prior to the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantClosing Date.

Conduct Prior to the Closing. (a) From 4.1 Conduct of Business by the Company, Parent and Merger Subs. During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, Seller each of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall: , except (i) conduct to the NetCure Business only extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practicepractices, perform its obligations under all agreements binding upon it with respect to in substantially the NetCure Business or included among the Purchased Assets; (ii) conduct the NetCure Business same manner as heretofore conducted and in accordance compliance with all Applicable Laws; applicable laws and regulations (iiiexcept as expressly contemplated by Schedule 4.1) maintain business insurance consistent with prudent business practice; (iv) and use its commercially reasonable efforts to (A) preserve the NetCure Business's substantially intact its present business organization intact and to organization, (B) keep available the services of its present key officers and employees and (C) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, (i) without the Designated Employees, provided, however, that this provision prior written consent of Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) (which consent shall not prohibit Seller from discharging be unreasonably withheld, conditioned or delayed), (ii) except as required by any of applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the Designated Employees for cause; extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets. (b) Except except as otherwise contemplated by this Agreement or permitted by any Ancillary Agreement, during the prior written consent period from the date of Purchaserthis Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Seller each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not (and shall not permit do any of its Affiliates tothe following: (a) Waive any capital stock or other equity repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Grant any material severance or termination pay to (i) create any officer or permit to exist any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 of the Disclosure Schedule); (ii) sell or leaseany employee with an annual salary in excess of $350,000, except pursuant to applicable law, written agreements outstanding, or enter into any agreement Plans or policies existing on the date hereof and as previously or concurrently disclosed or made available to the other Party, or in the case of the Company and its Subsidiaries except in connection with any other person the promotion, hiring or entity for the sale or lease, directly or indirectly, firing of any of the Purchased Assets (other than sales of inventory employee or the disposition of obsolete equipment made officer in the ordinary course of business); ; (iiic) Transfer or license to any Person or otherwise extend, amend or otherwise modify the terms of any material rights to any Intellectual Property Rights (or enter into grants to transfer or license to any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization Person future patent rights, other than in the ordinary course of business; (d) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interests (other than any such dividend or distribution by a Subsidiary of the Company to the Company or another such Subsidiary), or split, combine or reclassify any capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interests; (e) Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock, membership interests or other equity securities or ownership interests of the Company or Parent, as applicable, except, in the case of the Company, pursuant to the terms of a Plan in accordance with the applicable terms as of the date hereof; (f) Issue, deliver, sell, authorize, pledge, amend, exchange, settle or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (g) Amend its Charter Documents in any material respect or, in the case of Parent, amend any agreement or contract with the Sponsor; (h) acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of Parent or the Company and its Subsidiaries, taken as a whole, as applicable; provided, however, that nothing in this paragraph (h) shall prohibit any acquisition, as a result of which, financial statements of the acquired, merged or consolidated entity shall not be required to be included in the Proxy Statement/Prospectus, so long as such acquisition and any related transactions are not otherwise prohibited under this Section 4.1 and the Company survives any such acquisition, merger or consolidation; (i) Enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict in any manner adverse material respect such party’s ability to compete or to offer or sell any products or services to other Persons; (j) Sell, lease, license, encumber or otherwise dispose of any properties or assets, except (A) nonexclusive licenses or sales in the ordinary course of business, (B) the incurrence of Permitted Liens, (C) pursuant to existing Company Contracts made available to Parent, and (D) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the NetCure Business; business of such party (vmeasured with all of its Subsidiaries, taken as a whole); (k) violate any Applicable Law relating to Except incurrences of indebtedness (A) under the operation Company’s or its Subsidiaries’ existing credit facilities (and, in the case of the NetCure Business Company and its Subsidiaries, extensions of credit in the ordinary course with employees and among the Company and its Subsidiaries), (B) to support customer trading and settlement activity in the ordinary course of business, (C) in connection with additional issuances of Company Convertible Notes in accordance with their terms, or (D) as set forth on Schedule 4.1(k), incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons (other than Affiliates), issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent or the Purchased Assets; (vi) modifyCompany and its Subsidiaries, alteras applicable, restate enter into any “keep well” or amend the certificate of incorporation or bylaws of Seller in other agreement to maintain any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action financial statement condition or enter into any transaction that would render arrangement having the economic effect of any of the warranties foregoing; (l) Except as otherwise required by applicable Law or pursuant to an existing Plan, policy or Company Contract of the Company or its Subsidiaries, (i) adopt or materially amend any Plan (including any Plan that provides for severance), other than in the ordinary course of business, or enter into any employment contract providing for severance in excess of $350,000 or a guaranteed period of employment, or enter into any collective bargaining agreement, (ii) pay special transaction bonuses or special transaction remuneration to directors or employees of the Company or any of its Subsidiaries other than consistent with Schedule 4.1(l), or (iii) materially increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, other than in the ordinary course of business; (i) Except as set forth on Schedule 4.1(m), pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities or obligations in the ordinary course of business, provided that the consideration given is solely monetary and representations no officer, director, or employee of Seller contained in this Agreement the Company, Subsidiary, or Parent is a party adverse to be the Company, Subsidiary, or become untrue Parent, as applicable, or (ii) waive the benefits of, agree to modify in any material respect.manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary (other than with customers and other counterparties in the ordinary course of business) or to which Parent is a party or of which Parent is a beneficiary, as applicable; (cn) Seller shall Except in the ordinary course of business, modify in a manner materially adverse to the Company, Parent or Merger Subs, as applicable, or terminate (i) promptly notify Purchaser of (iother than in accordance with its terms) any event that renders Material Company Contract or Parent Contract, as applicable, or waive, delay the exercise of, release or assign any representation material rights or warranty claims thereunder; (o) Except as required by law or U.S. GAAP, revalue any of Seller hereunder untrue its assets in any material manner or make any material change in accounting methods, principles or practices; (p) Except in the ordinary course of business, incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $2,500,000 in any 12-month period; (q) Make or rescind any Tax elections that, individually or in the aggregate, would be reasonably likely to adversely affect in any material respect the Tax liability or that constitutes Tax attributes of such Party, settle or compromise any material income tax liability outside the ordinary course of business or change any material method of accounting for Tax purposes or prepare or file any Return in a material breach manner outside the ordinary course of business; (r) Form or establish any Subsidiary except in the ordinary course of business; (s) Permit, in the case of the Company, the Company, any Subsidiary of Company or the administrator of any Seller's covenants hereunderPlan or, in the case of Parent or Merger Subs, Parent, Merger Subs or any of their respective Subsidiaries or the administrator of any Parent Plan, Merger Subs or any of their respective Subsidiaries, to exercise any of its discretionary rights under any Plan or Parent Plan, as applicable, to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to such Plan; (t) Make aggregate capital expenditures (excluding expenditures identified on Schedule 4.1(t)) materially in excess of $5,000,000; (u) Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than (i) the payment of salary and benefits and the advancement of expenses in the ordinary course of business, and (ii) such transactions, distributions or advancements solely among the Company and its Subsidiaries (including between one Subsidiary and another Subsidiary) or (iii) loans or equity contributions by an Affiliate of the Company to the Company or any material development affecting Subsidiary thereof to fund ordinary course of business operations of the ability Company and its Subsidiaries; or (v) Agree in writing or otherwise agree or commit to take any of Seller to consummate the transactions contemplated by this Agreementactions described in Section 4.1(a) through (u) above. No disclosure by Seller pursuant to Nothing in this Section 4.34.1 shall give to Parent, howeverdirectly or indirectly, the right to control or direct the ordinary course of business operations of the Company or any of its Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of Parent and the Company shall affect or limit exercise, consistent with the scope terms and conditions hereof, complete control and supervision of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantits respective operations.

Conduct Prior to the Closing. (a) From the date hereof of this Agreement until the ClosingClosing Date, Seller shall: (i) conduct Sellers shall operate or cause the NetCure Business to be operated diligently, only in the ordinary course and in a manner consistent with past practice. Without limiting the generality of the foregoing: (a) Sellers shall (i) maintain the Transferred Assets in good repair, perform its obligations under all agreements binding upon it with respect to the NetCure Business or included among the Purchased Assetsworking order and condition, reasonable wear and tear excepted; (ii) conduct maintain inventory at levels consistent with past practice and with the NetCure Business in accordance with all Applicable Lawsrequirements of the Business; (iii) maintain business insurance consistent with prudent business practice; (iv) use their reasonable best efforts to preserve the NetCure Business's business organization intact and to keep available to Buyer the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated their Employees for cause; (v) maintain and agents and preserve the goodwill of the for Buyer their relationships with suppliers, customers and others having business relations relationships with them; (iv) inform Buyer, on a regular basis, about all material matters affecting the Business; (v) maintain their books of account and records in the usual and ordinary manner; (vi) comply in all material respects with all applicable laws and regulations, including filing all Tax Returns and paying all Taxes as and when due and maintaining all Permits in full force and effect; (vii) maintain their present insurance in full force and effect, with policy limits and scope of coverage not less than is now provided by their present insurance; (viii) pay all accounts payable and other obligations (including taxes) on a basis consistent with the NetCure Businesspractices of the Business as of the date hereof; (ix) maintain their system of internal accounting controls; (x) take all necessary actions to vest fully any Employee of Sellers who becomes a Transferred Employee of Buyer in his or her benefits under any Pension Plan maintained by Sellers as of the Closing; and (vixi) inform Purchaser otherwise continue to operate in advance the ordinary course of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assets.their business; (b) Except as otherwise contemplated by this Agreement or permitted by without the prior written consent of Purchaser, Seller Buyer which shall not (and be unreasonably withheld, Sellers shall not permit any of its Affiliates to) not: (i) create change their organizational structure, amend their organizational documents or permit to exist take any Encumbrance on any of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth action that adversely effects their valid existence as limited liability companies or corporations in Section 2.5 of the Disclosure Schedule); their respective jurisdictions, (ii) sell amend, supplement or leaseterminate any Material Contract, or enter into any agreement with any other person or entity for the sale or lease, directly or indirectly, of any of the Purchased Assets (other than sales of inventory or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in respect of any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business business, incur any single liability in excess of $100,000 or any aggregate set of liabilities in excess of $500,000, (iv) transfer or otherwise dispose of any manner adverse of the Transferred Assets, other than the sale of inventory in the ordinary course of business, or sales of other property not material to the NetCure Business; Business and that in aggregate has a value not exceeding $25,000, (v) violate other than in the ordinary course of business, grant to their Employees any Applicable Law relating increases in compensation or benefits, (vi) transfer their Employees to the operation any affiliated operation, (vii) mortgage, pledge or encumber any material portion of the NetCure Business or the Purchased Transferred Assets; (viviii) modify, alter, restate or amend acquire any assets outside of the certificate ordinary course of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreementbusiness; or (viiix) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render agreement to do any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respect.foregoing; (c) Seller Sellers shall (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunderprovide Buyer’s employees, agents, and authorized representatives with reasonable access to the locations operated by Sellers and to the documents, books and records relating to the Business, to the extent necessary to enable Buyer to make a thorough investigation of the Business, to make a physical examination of Sellers’ assets, to conduct reasonable environmental examinations (iito be approved in advance by Sellers, which approval shall not be unreasonably withheld), and to examine their documents, books and records; provided, however, that Buyer’s employees, agents, and authorized representatives shall treat all such information in a manner consistent with Buyer’s obligations under the Confidentiality Agreement of January 2008 between the parties; (d) any material development affecting Sellers shall use their best efforts to cause the ability of Seller conditions set forth in Section 8 to be satisfied on or prior to the Closing Date; and (e) Sellers shall use their best efforts to preserve all consents and approvals already obtained and to obtain all consents and approvals not yet obtained, which are required by Section 8.4 and Schedule 8.12 hereof to enable it to consummate the transactions contemplated by this Agreement. No disclosure by Seller pursuant to this Section 4.3, however, shall affect or limit the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenant.

Conduct Prior to the Closing. 5.1 Seller’s Obligations. Between the date hereof and the Closing Date: (a) From Seller shall give to Purchaser’s officers, employees, attorneys, consultants, accountants and lenders reasonable access during normal business hours to all of the date hereof until the Closingproperties, Seller shall: (i) conduct the NetCure Business only in the ordinary course consistent with past practicebooks, perform its obligations under all agreements binding upon it with respect contracts, documents, records relating to the NetCure Business or included among Acquired Business, the Purchased Assets; (ii) conduct Assets and the NetCure Business in accordance with all Applicable Laws; (iii) maintain business insurance consistent with prudent business practice; (iv) use reasonable efforts Transferred Employees and shall furnish to preserve Purchaser such information related to the NetCure Business's business organization intact Purchased Assets and the Transferred Employees as Purchaser may at any time and from time to keep available the services of the Designated Employees, provided, however, that this provision shall not prohibit Seller from discharging any of the Designated Employees for cause; (v) maintain and preserve the goodwill of the suppliers, customers and others having business relations with the NetCure Business; and (vi) inform Purchaser in advance of any material capital expenditures and promptly of any other material developments in respect of the NetCure Business or Purchased Assetstime reasonably request. (b) Except Seller shall use commercially reasonable efforts and make every good faith attempt (and Purchaser shall cooperate with Seller) to obtain (i) the agreement of the landlord under the ABQ Lease to the form of Landlord’s Consent and Estoppel attached hereto as otherwise contemplated by this Exhibit C, (ii) the agreement of each counterparty to an MCTM Customer Agreement or permitted by and each Web Hosting Agreement to the applicable form of Customer Contract Assignment, Consent and Confirmation attached hereto as Exhibit D and (iii) all other consents (collectively, the “Consents”) required for the lawful assignment of each other Contract and each Third-Party License, each Permit, and the ABQ Lease to be assigned to Purchaser hereunder and which may be required for such assignment to be effective. (c) Seller shall use and operate the Purchased Assets and continue to employ the Transferred Employees in the usual and ordinary course of business, consistent with past practices and shall use its reasonable best efforts to preserve the Purchased Assets, and shall maintain the Purchased Assets in good operating condition and repair, ordinary wear and tear excepted. (d) Without the prior written consent of Purchaser, and without limiting the generality of any other provision of this Agreement, Seller shall not (and shall not create, or knowingly permit to be created, any lien against or security interest in, or otherwise encumber, any of its Affiliates tothe Purchased Assets. (e) [Reserved.] (f) Seller will not (i) create solicit, initiate or permit encourage the submission of any proposal or offer from any person relating to exist any Encumbrance on any the acquisition of the Purchased Assets (other than Permitted Encumbrances and the encumbrances set forth in Section 2.5 including any acquisition structured as a sale of the Disclosure Schedule); assets, sale of capital stock, merger, consolidation or share exchange) or (ii) sell participate in any discussions or leasenegotiations regarding, furnish any information with respect to, assist or participate in, or enter into any agreement with facilitate in any other manner any effort or attempt by any person to do or entity for the sale or lease, directly or indirectly, of seek any of the Purchased Assets (other than sales of inventory foregoing. Seller will notify Purchaser immediately if any person makes any proposal, offer, inquiry or the disposition of obsolete equipment made in the ordinary course of business); (iii) amend or otherwise modify the terms of any Intellectual Property Rights (or any license thereof) included among the Purchased Assets or grant any license of sublicense under or in contact with respect of to any of the Purchased Assets other than licenses to customers and suppliers entered into in the ordinary course of business consistent with past practice; (iv) amend or otherwise modify the terms of any Governmental Authorization or Private Authorization other than in the ordinary course of business or in any manner adverse to the NetCure Business; (v) violate any Applicable Law relating to the operation of the NetCure Business or the Purchased Assets; (vi) modify, alter, restate or amend the certificate of incorporation or bylaws of Seller in any manner which would affect the validity, binding nature or enforceability of this Agreement; or (vii) knowingly engage in any practice, take any action or omit to take any action or enter into any transaction that would render any of the warranties and representations of Seller contained in this Agreement to be or become untrue in any material respectforegoing. (cg) Purchaser shall be authorized to discuss with and make offers of employment at will to employees of Seller identified on Schedule 5.1(g) (the “Transferred Employees”) with respect to employment with Purchaser from and after the Closing Date. Any such activities shall be conducted (i) promptly notify Purchaser of (i) any event that renders any representation or warranty of during Seller’s normal business hours and upon reasonable notice to Seller hereunder untrue in any material respect or that constitutes a material breach of any Seller's covenants hereunder, and (ii) in such a manner as to minimize disruption to Seller’s workforce. With respect to Transferred Employees offered employment with Purchaser (or its affiliates), Purchaser shall ensure that such employee are credited with their tenure with Seller for purposes of eligibility, vesting, and benefit accrual under Purchaser’s regularly maintained employee benefit plans. (h) As of the Effective Time, Seller shall cause a complete back-up copy of all data and files stored at the Leased Premises or resident on the Equipment and to which Seller wishes to or may be required to have access under any material development affecting the ability of Seller MCTM Customer Contract, any Web Hosting Agreement, any Third Party License or any applicable law, rule or regulation to consummate the transactions contemplated by this Agreement. No disclosure be made and transported to site chosen by Seller pursuant to this Section 4.3, however, shall affect or limit other than the scope of any warranty, representation or covenant of Seller contained in this Agreement or in any other Transaction Document, or limit Seller's liability for damages incurred for any breach of any such warranty, representation or covenantLeased Premises.