Common use of Covenants Relating to Conduct of Business Clause in Contracts

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company BFS and BTI Pending the MergerClosing. Except as otherwise expressly contemplated by this Agreement or as described Agreement, BFS and BTI covenant and agree that prior to the Closing Date: (a) BFS and BTI shall conduct their respective business and operations only in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular usual and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described business; (b) Other than in the Company Disclosure Letter, the Company shall not, ordinary course of business and shall not permit any of its Subsidiaries to, without with the prior written consent of Parent: (a) (x) declarethe Company, set aside neither BFS nor BTI shall directly or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by indirectly do any of the Company's Subsidiariesfollowing: (i) sell, pledge, dispose of or encumber any of their respective assets; (yii) amend or propose to amend their respective Articles of Incorporation or Bylaws; (iii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for outstanding shares of its their respective capital stock stock, or declare, set aside or, except as set forth on Schedule 5.1 (z) purchaseDividends and Distributions), redeem pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of their respective capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of their respective capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; ; (bv) issue, deliver, sell, pledge, dispose of create any subsidiaries; or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible (vi) enter into or exchangeable modify any contract, agreement, commitment or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract arrangement with respect to the sale or issuance of any of its securitiesthe foregoing; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other Other than in the ordinary course of business consistent and with past practice)the prior written consent of the Company, neither BFS nor BTI shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, their respective capital stock and/or other BFS or BTI securities; (ii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or the material assets thereof; (iii) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (d) Neither BFS nor BTI shall enter into any employment, severance or similar agreements or arrangements with, or grant any bonus, salary increase, severance or termination pay to, any of their respective officers or directors; (e) sellNeither BFS nor BTI shall adopt any bonus, lease profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or otherwise dispose other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee; (f) BFS and BTI shall each (i) use its best efforts not to take any action which would render, or agree which reasonably may be expected to sell, lease or otherwise dispose ofrender, any representation or warranty made by it in this Agreement untrue at any time prior to the Closing Date as if then made; and (ii) immediately notify the Company of any emergency or other change in the normal course of its assets business or in the operation of its properties and of any tax audits, tax claims, governmental or third party complaints, investigations or hearings (or communications indicating that are the same may be contemplated) if such emergency, change, audit, claim, complaint, investigation or hearing would be material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money financial condition, results of operations or guarantee any such indebtedness business of BFS or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposesBTI, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or ability of any wholly owned Subsidiary of the Company and other than parties hereto to consummate the transactions described in the ordinary course of business consistent with past practicethis Agreement; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion BFS and BTI shall each notify the corporate structure or ownership Company promptly of any Subsidiary material adverse event or circumstance affecting BFS or BTI (including the filing of any material litigation against BFS or BTI, the Company existence of any dispute with any person or adopt any plan with respect to any entity which involves a reasonable likelihood of the foregoing;such litigation being commenced); and (h) grant any severance or termination pay not currently required BFS and BTI shall each comply with all legal requirements and contractual obligations applicable to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company its operations and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedulepay all applicable taxes.

Covenants Relating to Conduct of Business. Section 5.1 4.1 (a) Conduct of Business by the Company Pending the MergerCAX. Except as set forth in the CAX Disclosure Schedule or the CAX Filed SEC Documents, as otherwise expressly contemplated by this Agreement or as described consented to by AIC in the Company Disclosure Letter, writing during the period from the date of this Agreement through to the Effective Time, the Company CAX shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizationsorganizations and CAX's status as a REIT, use reasonable efforts to keep available the services of their current officers and other employees and use reasonable efforts to preserve their relationships with customers, suppliers and others those persons having business dealings with them. Without limiting the generality of the foregoingforegoing (but subject to the above exceptions), and, except as otherwise expressly contemplated by during the period from the date of this Agreement or as described to the Effective Time, unless consented to by AIC in the Company Disclosure Letterwriting, the Company CAX shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) other than dividends and distributions by a direct or indirect wholly owned Subsidiary of CAX to its parent, or regularly scheduled dividends by a Subsidiary that is partially owned by CAX or any of its Subsidiaries, provided that CAX or any such Subsidiary receives or is to receive its proportionate share thereof, (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock, or otherwise make any payments to stockholders stock (except for regular quarterly cash dividends on CAX Common Stock not significantly in excess of the Company dividends declared in their capacity the first and second quarters of 1999 and any dividends which may be required under the Code to maintain CAX's status as such, other than dividends payable to the Company declared by any of the Company's Subsidiariesa REIT ), (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, except for issuances of CAX Common Stock upon the exercise of CAX Stock Options that are outstanding as of the date of this Agreement in accordance with their present terms, or (z) other than in the ordinary course of business, purchase, redeem or otherwise acquire any shares of capital stock of the Company CAX or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; provided, however, that CAX shall be permitted to issue CAX Stock Options under CAX Benefit Plans, exercisable for up to 100,000 shares of CAX Common Stock with exercise prices equal to or greater than the market price for CAX Common Stock on the date of issuance; (bii) other than in the ordinary course of business, issue, deliver, sell, pledge, dispose of pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, than the issuance of Shares during CAX Common Stock upon the period from exercise of CAX Stock Options that are outstanding as of the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement or issued in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights this Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (eiii) sellamend its certificate of incorporation, lease by-laws or otherwise dispose of other comparable organizational or governing documents; and (iv) authorize, or commit or agree to selltake, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, ; provided, however, that nothing the limitations set forth in this Section 5.1 4.1(a) shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary not apply to complete its Y2K Readiness Plan as set forth in Schedule 4.19 any transaction between CAX and any wholly owned Subsidiary or between any wholly owned Subsidiaries of the Company Disclosure ScheduleCAX.

Covenants Relating to Conduct of Business. Section 5.1 7.01. Conduct of Business by the Company Pending the MergerCompany. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from From the date of this Agreement through hereof until the Effective TimeClosing, the Company shall, and the Subsidiaries shall conduct their business in the ordinary course consistent with past practice in compliance with all applicable laws and shall cause its Subsidiaries to, in all material respects carry on use their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, organizations and relationships with third parties and to keep available the services of their current present officers and employees and preserve their relationships with customers, suppliers and others having business dealings with thememployees. Without limiting the generality of the foregoing, and, from the date hereof until the Closing and except as otherwise expressly contemplated by this Agreement or the other Transaction Agreements, as described may result from the consummation of the Transactions, as set forth in Section 7.01 of the Company Disclosure LetterSchedule, or as otherwise consented to in writing by Parent (except if such consent would be inconsistent with applicable law), such consent not to be unreasonably withheld with respect to the granting of IRUs in fiber and/or conduit by the Company or the Subsidiaries, the Company shall not, not and shall cause the Subsidiaries not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declareadopt or propose any change in its articles of incorporation, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares bylaws or other securitiesorganizational documents; (b) issue, deliver, sell, pledgepledge or transfer or authorize or propose the issuance, dispose delivery, sale, pledge or transfer of or otherwise encumber any shares of its capital stock, stock of any other voting securities or equity equivalent class or any securities convertible into or exchangeable or exercisable for, or any rights, warrants warrants, options or options other rights to acquire, any such shares, voting securities shares or convertible securities or equity equivalent enter into any agreement with respect to the foregoing other than (other than, in the case of the Company, i) the issuance of Shares during Company Common Stock upon exercise of stock options or warrants, or conversion of Preferred Stock, outstanding on the period from date hereof in accordance with their present terms, (ii) as required by Contracts in effect as of the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth that are listed in Section 4.24.05 of the Company Disclosure Schedule and (iii) the issuance of capital stock of the Company as a dividend in respect of Preferred Stock outstanding on the date of this Agreement hereof in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiespresent terms; (c) amend its charter or bylaws or the Rights Agreement; (di) acquire (by merger, consolidation or agree to acquire by merging acquisition of stock or consolidating with, or by purchasing assets of or equity in, or by any other manner, any business or assets) any corporation, partnership, association partnership or other business organization or division thereof thereof, (ii) sell, lease or otherwise acquire dispose of a Subsidiary or agree (iii) sell, lease or otherwise dispose of an amount of assets or securities, including IRUs, for an amount in excess of $100,000 (or, with respect to acquire switch software upgrades for purposes of compliance with the Communication Assistance for Law Enforcement Act, $1,000,000), except for transactions in the ordinary course consistent with past practice; (d) merge or consolidate with any assets other Person; (e) make any investment, whether by purchase of stock or securities, contributions to capital or any property transfer (other than investments in cash or cash equivalents with a maturity of less than 90 days or investments in wholly-owned Subsidiaries made, in each case, in the ordinary course of business consistent with past practice); , or purchase for an amount in excess of $100,000 (e) sellor, lease or otherwise dispose with respect to switch software upgrades for purposes of or agree to sellcompliance with the Communication Assistance for Law Enforcement Act, lease or otherwise dispose of$1,000,000), any property or assets of its assets that are material, individually any other individual or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersentity, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice inventory purchased for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than resale in the ordinary course of business consistent with past practice; (gf) alter through mergerenter into any agreement or arrangement that limits or otherwise restricts the Company or any of the Subsidiaries or any of their respective Affiliates or successors thereto or that by its terms could, liquidationafter the Effective Time, reorganizationlimit or restrict Parent or the Company or any of their respective Affiliates or any successor thereto, restructuring from engaging or competing in any line of business or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoinggeographic area; (hg) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of businessbusiness consistent with past practice, enter into waive, release or amend relinquish any employee benefit plan material right; (including without limitationh) other than in the ordinary course of business consistent with past practice, the Stock Option Plans)modify or change in any material respect any existing material license, lease, contract, or enter into or amend employment or consulting other agreement; (i) enter into any contract agreements involving aggregate expenditures or commitment with respect to capital expenditures with a value in excess of, receipts of more than $100,000 individually or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, 500,000 in the aggregate; aggregate (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided thator, with respect to employees that are (i) any Cost of Services Contract, $1,000,000 and (ii) switch software upgrades for purposes of compliance with the Communication Assistance for Law Enforcement Act, $1,000,000), other than any agreements in the ordinary course of business consistent with past practice, including but not executive officers or directorslimited to installation fees and customer premise equipment, the Company may increase compensation in each case, associated with promotions new customers and regular reviews in the ordinary course of business consistent with past practice; (j) create, incur or assume, or execute any new guarantee of, any Indebtedness in excess of $100,000 in the aggregate (other than indebtedness for borrowed money owing to W or any of its Affiliates) or prepay any Indebtedness; (k) agree other than pursuant to arrangements existing on the settlement date hereof, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for obligations of any material claim or litigationother person (other than any Subsidiary) in an amount in excess of $100,000; (l) make any loans or rescind any material tax election advances other than (i) loans or settle or compromise any material tax liabilityadvances to wholly-owned Subsidiaries made in the ordinary course of business consistent with past practice and (ii) routine salary, travel and expense advances to Company Employees in the ordinary course of business consistent with past practice; (mi) engage in any transaction, or enter into any contract, agreement or arrangement (other than this Agreement, the Transactions and the incurrence of indebtedness for borrowed money owing to W or any of its Affiliates and transactions pursuant to any such contract, agreement or arrangement entered into on or prior to the date hereof), with any Affiliate, (ii) engage in any transaction, or enter into any contract, agreement or arrangement, with any portfolio company of W that is not on arm's length terms and in the ordinary course of business, or (iii) amend, waive or relinquish any rights relating to any such transaction, contract, agreement or arrangement referred to in clause (i) or (ii) that will remain outstanding after the Closing in accordance with Section 8.05; (n) authorize any new capital expenditures which, individually, are greater than $100,000 or, in the aggregate, would cause total capital expenditures for year ending December 31, 2003 to exceed $500,000 (or, with respect to switch software upgrades for purposes of compliance with the Communication Assistance for Law Enforcement Act, $1,000,000), other than any capital expenditures in the ordinary course of business consistent with past practice; (o) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than (i) cash dividends and distributions by a wholly-owned Subsidiary to the Company or to a Subsidiary all of the capital stock which is owned directly or indirectly by the Company or (ii) the issuance of Company Common Stock upon exercise of stock options or warrants, or conversion of Preferred Stock, outstanding on the date hereof in accordance with their present terms; or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its securities or any securities of the Subsidiaries; (p) (i) increase the compensation or fringe benefits of any Company Employee (except for (x) increases in salary or wages in the ordinary course of business consistent with past practice, (y) the payment of accrued or earned but unpaid bonuses and (z) stay bonuses or similar retention payments in an amount not to exceed $10,000 with respect to any individual payment and $100,000 in the aggregate with respect to all such payments), (ii) grant any severance or termination pay to any Company Employee, (iii) loan or advance any money or other property to any Company Employee (other than routine salary, travel and expense advances to Company Employees in the ordinary course of business and consistent with past practice), (iv) establish, adopt, enter into, amend or terminate any Company Plan, collective bargaining or labor agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement (other than as may be required by the terms of an existing Company Plan or collective bargaining agreement, or as may be required by applicable law or GAAPin order to qualify under Sections 401 and 501 of the Code), make or (v) grant any material change equity or equity-based awards, other than in its method the cases of accountingclauses (i) through (v) pursuant to commitments of the Company or any Subsidiary existing on the date hereof required by contracts set forth in Section 4.08(k) or Section 4.12 of the Company Disclosure Schedule; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (oq) pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, in the consolidated financial statements (of the Company referred to in Section 4.07 or the notes thereto) contained liabilities incurred in the Company SEC Documentsordinary course of business; (pr) enter into make or change any agreement, understanding tax election or commitment that restrains, limits settle or impedes the Company's or compromise any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiesincome tax liability; (qs) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except other than in the ordinary course of business consistent with past practice, change any method of accounting, accounting policy or accounting practice, except for any such change required by reason of a concurrent change in GAAP as concurred with by the Company's independent auditors; (t) fail to maintain insurance coverage at presently existing levels; (u) make any repayments of principal to W or its Affiliates in respect of any Indebtedness owed to W or its Affiliates or any payment of interest accrued in respect of such Indebtedness; (v) agree or commit to do any of the foregoing; or (rw) agree, in writing knowingly take or otherwise, agree or commit to take any action that would make any representation and warranty of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting W or the Company from making such expenditure hereunder inaccurate in any material respect at, or as it deems reasonably necessary to complete its Y2K Readiness Plan of any time prior to, the Closing, except for any representations or warranties that are made as set forth in Schedule 4.19 of the Company Disclosure Schedulea specified date.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by Business. From the Company Pending date hereof until the Merger. Except as otherwise expressly contemplated by earlier of (a) the termination of this Agreement or in accordance with Section 8.1 and (b) the Payment Date, except as described provided in Section 5.1 of the Company Disclosure LetterSchedule, during the period from the date of or as expressly permitted by this Agreement through the Effective TimeAgreement, or as agreed in writing by Parent, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course consistent with past practice, to use their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current the business organizationsorganization of the Company and its Subsidiaries, to keep available the services of their current respective present officers and key employees and to preserve their the goodwill of those having business relationships with customers, suppliers the Company and others having business dealings with themits Subsidiaries. Without limiting the generality of the foregoing, andfrom the date hereof until the earlier of (a) the termination of this Agreement in accordance with Section 8.1 and (b) the Payment Date, except as otherwise expressly provided in Section 5.1 of the Company Disclosure Schedule or as contemplated by this Agreement or as described in the Company Disclosure Letterrequired by Law, the Company shall not, and shall not permit any of its Subsidiaries to, without the Parent’s prior written consent of Parentconsent: (a) (xi) declare, set aside or pay any dividends on, or make any other actualdistributions (whether in cash, constructive stock or deemed distributions property) in respect of, any of its capital stock, other than dividends or otherwise make any payments to stockholders distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent in their capacity as such, other than dividends payable to the Company declared by any ordinary course of the Company's Subsidiaries, business consistent with past practice or (yii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesstock; (b) issue, deliver, sell, pledgegrant, dispose of pledge or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities securities, or equity equivalent any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units other than shares issued pursuant to settlement of stock-based awards (other thanincluding but not limited to stock appreciation rights or performance shares), in the each case outstanding as of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitieshereof; (c) amend its the Company Governing Documents or the comparable charter or bylaws or the Rights Agreementorganizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing in any manner any assets of or equity inany Third Party, or by any other manner, any business or any corporation, partnership, association except for (i) acquisitions of inventory or other non-fixed assets in the ordinary course of business organization consistent with past practice, (ii) incur, assume or division thereof modify any individual capital project, including capitalized or operating lease obligations, other than routine replacement and repair of equipment and facilities in the ordinary course of business and capital expenditure commitments existing as of the date hereof, in an amount in excess of $250,000 and (iii) pursuant to contracts existing as of the date hereof and described in Section 5.1 of the Company Disclosure Schedule; (e) (i) sell, transfer, pledge, guarantee, lease, license, mortgage, sell and leaseback or otherwise subject to any Lien or otherwise dispose of any of its properties or other assets to a Third Party, except for (A) sales of properties, inventory or other assets in the ordinary course of business consistent with past practice or (B) pursuant to contracts existing as of the date hereof and described in Section 5.1 of the Company Disclosure Schedule; (ii) incur, assume or modify any indebtedness for money borrowed or guarantee thereof, including capitalized lease obligations, except for drawdowns or borrowings under the credit facilities of the Company in effect on the date hereof in the ordinary course of business consistent with past practice and in an amount not to exceed $1,000,000 in the aggregate in connection with the operations of the Company; or (iii) redeem, purchase or otherwise acquire directly or agree indirectly, by repurchase or otherwise any shares of the capital stock of the Company or any Subsidiary except (A) for shares acquired by the Company from the holder of any stock-based award in satisfaction of the exercise price of a stock-based award or Taxes or withholding obligations in case of a stock-based award in each case outstanding as of the date hereof, (B) for shares acquired in the open market for the benefit of any employee stock plan in the ordinary course of business consistent with past practice or (C) as contemplated by this Agreement; (f) grant to acquire any assets director or officer of the Company or any of its Subsidiaries (i) any increase in compensation, bonus or other benefits or (ii) any increase in severance or termination pay, in each case except as required by any employment, severance, change in control, or termination agreement in effect as of the date hereof; (g) (i) amend any provision of any Employee Benefit Plan or (ii) adopt or enter into any arrangement that would be an Employee Benefit Plan, except (A) to the extent required under the terms of any agreements, trusts, plans, funds or other written arrangements existing as of the date hereof or (B) to the extent required to comply with applicable Law; (h) change any of the Company’s accounting methods or principles, except as required by GAAP or applicable Law, make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (i) commence or settle (i) any suit, action or proceeding relating to the transactions contemplated by this Agreement or (ii) any other suit, action or proceeding involving payments by or to the Company or any of its Subsidiaries in excess of $500,000; (j) other than in the ordinary course of business consistent with past practice)practices, enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any material contract, or amend or terminate, or waive or exercise any right or remedy under, any such contract; (ek) sell, lease enter into any material transaction or otherwise dispose of or agree to sell, lease or otherwise dispose of, take any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in other material action outside the ordinary course of business consistent or inconsistent with past practice for working capital purposespractices including but not limited to entering into any (i) material feed ingredient contract or commodity future contract, option contract or make any loanssimilar agreement including, advances or capital contributions to, or investments inwithout limitation, any other person such agreement that extends beyond 60 days from the date hereof; (ii) material agreement or entityarrangement establishing, other than to the Company creating or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect relating to any of the foregoing; rebate, promotion, advertising coupon or other allowances; (hiii) grant any severance material toll processing, co-packing or termination pay not currently required to be paid under existing severance plans similar agreement; or enter into or adopt, or amend any existing, severance plan(iv) other contract, agreement or arrangement or, involving total future payment or payments in excess of $1,000,000 (other than one-time purchase orders with respect to raw materials and one-time sales contracts relating to the sale of inventory, each in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election change in the production capabilities or settle or compromise any material tax liability;capacities of the Company’s production facilities; or (m) except as required by applicable law or GAAP, make authorize any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against inof, or contemplated bycommit, the consolidated financial statements (propose or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, agree to take any of of, the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 5.1. Conduct of Business by the Company Pending the MergerSurviving Company. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through and continuing until the Effective TimeClosing Date, the Surviving Company shall, agrees as to itself and shall cause its Subsidiaries tothat (except as expressly contemplated or permitted by this Agreement or the Surviving Company Disclosure Schedule or as required by a Governmental Entity of competent jurisdiction or to the extent that Seller otherwise agrees in writing, in all material respects which consent shall not be unreasonably withheld or delayed): (a) The Surviving Company and its Subsidiaries shall carry on their respective businesses inin the usual, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to in substantially the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers same manner as heretofore conducted and employees in compliance in all material respects with all applicable laws and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the regulations. (b) The Surviving Company shall not, and except in the ordinary course of business shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (xi) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared and distributions by any a direct or indirect Subsidiary of the Company's SubsidiariesSurviving Company to its shareholders in accordance with their respective interests, (yii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (ziii) purchase, redeem or otherwise acquire any shares of capital stock of the Surviving Company or any of its Subsidiaries subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;. (bc) The Surviving Company shall not, and except in the ordinary course of business, shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, than (w) the issuance of Shares during the period from the date of this Agreement through the Effective Time Surviving Company Common Stock, upon the exercise of Employee Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement and in accordance with their current present terms or enter into any agreement or contract with respect to and (x) the sale or issuance of any Surviving Company Common Stock upon the exercise of its securities; (c) amend its charter or bylaws or warrants of the Rights Agreement;Surviving Company outstanding on the date of this Agreement and in accordance with their present terms). (d) The Surviving Company shall not, and shall not permit any of its Subsidiaries to, knowingly take any action that would jeopardize qualification of the Sale and Liquidation as a reorganization within the meaning of Section 368(a) of the Code. (e) The Surviving Company shall use reasonable efforts to cause its officers to furnish such representations to Seller's and the Surviving Company's counsel as may reasonably be requested to enable such counsel to deliver the opinions described in Sections 7.2(c) and 7.3(d). (f) Other than acquisitions disclosed on the Surviving Company Disclosure Schedule and acquisitions for cash in existing or related lines of business of the Surviving Company the fair market value of the total consideration (including the value of Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 5.1(f) of the Surviving Company Disclosure Schedule, the Surviving Company shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of or equity inof, or by any other manner, any business or any corporation, partnership, association or other business organization Person or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of the Surviving Company and its Subsidiaries in the ordinary course); provided, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries of the Surviving Company or the creation of new subsidiaries of the Surviving Company to conduct or continue activities otherwise permitted by this Agreement. (g) Other than (i) internal reorganizations or consolidations involving existing subsidiaries of the Surviving Company, and (ii) dispositions referred to in Surviving Company SEC Reports filed prior to the date of this Agreement the Surviving Company shall not, and shall not permit any of its Subsidiaries, except in the ordinary course of business consistent with past practice); (e) to, sell, lease or encumber or otherwise dispose of of, or agree to sell, lease lease, encumber or otherwise dispose of, any of its assets that are material, individually (including capital stock of Subsidiaries of the Surviving Company) the fair market value of the total consideration (including the value of the Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregateaggregate for all such dispositions in Section 5.1(g) of the Surviving Company Disclosure Schedule. (h) Other than in connection with actions permitted by clause (c) above, to the Surviving Company shall not, and shall not permit any of its Subsidiaries taken as a whole; to, (fi) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, Person (other than (w) in accordance with normal cash management or treasury functions, (x) by the Surviving Company or a Subsidiary thereof to or in the Surviving Company or a Subsidiary thereof, (y) pursuant to any contract or other legal obligation of the Surviving Company or any wholly owned Subsidiary of its Subsidiaries existing as of the date of this Agreement, or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 5.1(h) of the Surviving Company Disclosure Schedule), or (ii) create, incur, assume or suffer to exist any Indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures and other than arrangements in existence on the date of this Agreement or in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee each case as such credit facilities, indentures and director benefit plansother arrangements may be amended, agreements extended, modified, refinanced, renewed or arrangements as in effect on refinanced after the date of this Agreement. (i) The Surviving Company shall not, increase the compensation and shall not permit its Subsidiaries to, take any action or fringe benefits omit to take any action that could reasonably be expected to (i) constitute, or be likely to result in, a breach of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions representations and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as warranties set forth in Schedule 4.19 of the Company Disclosure Schedule.Section 4 or

Covenants Relating to Conduct of Business. Section 5.1 SECTION 5.01. Conduct of Business by the Company. (a) Except for matters set forth in Section 5.01 of the Company Pending the Merger. Except as Disclosure Letter or otherwise expressly contemplated by this Agreement or as described in the Company Disclosure LetterAgreement, during the period from the date of this Agreement through to the Effective Time, Time the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, conduct its business in light of the existing circumstances in the ordinary course, including operating in compliance with Law and making all material respects carry on their respective businesses inrequired filings with the SEC. In addition, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described for matters set forth in the Company Disclosure LetterLetter or otherwise contemplated by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (ai) (xA) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or otherwise make any payments to stockholders indirect wholly owned subsidiary of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiariesits parent, (yB) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries Company Subsidiary or any other securities thereof or any rightsoptions, warrants warrants, calls or options rights to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of sell or otherwise encumber grant (A) any shares of its capital stock, any stock or other voting securities or equity equivalent or interests, (B) any Voting Company Debt, (C) any securities convertible into or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities securities, equity interests or Voting Company Debt, or (D) any options, warrants, calls, rights, convertible securities or exchangeable securities, "phantom" stock rights, stock appreciation rights or stock-based performance units, profit participation rights, rights of repurchase, other rights linked to the price of Company Capital Stock, commitments, Contracts, arrangements or undertakings obligating it to issue, deliver, sell or grant any such shares, voting securities, equity equivalent (other thaninterests or Voting Company Debt, in the each case of the Company, other than (1) the issuance of Shares during the period from the date of this Agreement through the Effective Time Company Common Stock (and associated Company Rights) upon the exercise of Company Employee Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement and in accordance with their current present terms or enter into any agreement or contract with respect to and (2) the sale or issuance of any Company Common Stock upon the exercise of its securitiesCompany Rights if the Company is not in breach of Section 6.09; (ciii) amend its certificate of incorporation, by-laws or other comparable charter or bylaws or the Rights Agreementorganizational documents; (div) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing any equity interest in or portion of the assets of or equity inof, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or otherwise acquire or agree to acquire (B) any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries the Company Subsidiaries, taken as a whole, except purchases in the ordinary course of business consistent with prior practice; (fv) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law; (vi) sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, except sales of assets or licensing transactions in the ordinary course of business consistent with prior practice; (vii) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness or of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of othersanother person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for borrowings indebtedness for borrowed money so long as such indebtedness (together with all other indebtedness for borrowed money) does not exceed an aggregate principal amount of $2,000,000 or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or (B) make any loans, advances loans or capital contributions to, or investments in, any other person or entityperson, other than to or in the Company or any direct or indirect wholly owned Subsidiary subsidiary of the Company; (viii) make or agree to make any new capital expenditure or expenditures that, individually, is in excess of $50,000 or, in the aggregate, are in excess of $50,000; (ix) make any election with respect to Taxes or settle or compromise any material Tax liability or refund; (A) grant to any director or executive officer of the Company and other than of any Company Subsidiary any increase in cash compensation, except increases in the ordinary course of business consistent with past practice;of not more than 2% per annum or increases required under employment agreements in effect as of the date of this Agreement, (gB) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect grant to any of the foregoing; (h) grant such director or executive officer any increase in severance or termination pay not currently pay, except increases required to be paid under existing severance plans or enter into or adopt, or amend any existingemployment, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, termination agreements or arrangements as in effect on as of the date of this Agreement, increase the compensation or fringe benefits of (C) enter into any of its directorsemployment, officers severance, termination or employees provided that, other agreement with respect to employees that are not any such director or executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practiceofficer; (kxi) agree to the settlement of adopt or amend in any material claim respect any collective bargaining agreement or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severancepension, profit sharing, retirement, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, insurance phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other compensation plan, arrangement or benefitsunderstanding providing benefits to any current or former employee, officer or director of the Company or any Company Subsidiary; (oxii) payenter into, discharge modify or satisfy terminate (i) any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) Contract listed on Section 3.15 of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC DocumentsDisclosure Letter, and (ii) any Contract entered into on or after the date of this Agreement, that if it had been entered into prior to the date of this Agreement, would have had to be listed on Section 3.15 of the Company Disclosure Letter; (pxiii) enter into into, modify or terminate any agreement, understanding sponsorship or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiespromoter Contract; (qxiv) materially modifyenter into, amend modify or terminate any material contract to which it is a party Contract with any affiliate of the Company or waive any of its material rights or claims except in the ordinary course of business consistent with past practiceCompany Subsidiary; or (rxv) agreeauthorize any of, in writing or otherwise, commit or agree to take any of of, the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as (a) set forth in Section 5.01 of the Seller Disclosure Letter, (b) required by applicable Law, Judgment or any Governmental Entity, (c) consented to in writing by Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) or (d) otherwise expressly contemplated or required by the terms of this Agreement or as described in the Company Disclosure LetterAgreement, during the period from the date of this Agreement through to the Effective TimeClosing, the Company shall, and Seller shall cause its Subsidiaries to, the Group Companies to (i) conduct the Business in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to in substantially the extent consistent therewith, same manner as previously conducted and (ii) use its reasonable best efforts to preserve substantially intact their current the business organizations, keep available operations and goodwill of the services of their current officers Business and employees and preserve their maintain in all material respects the present commercial relationships with customers, suppliers and others having business dealings key Persons with themwhom the Group Companies do business. Without limiting the generality of the foregoing, andIn addition, except as (x) set forth in Section 5.01 of the Seller Disclosure Letter, (y) required by applicable Law, Judgment or any Governmental Entity or (z) otherwise expressly contemplated or required by the terms of this Agreement, from the date of this Agreement or as described in to the Company Disclosure LetterClosing, the Company shall not, and Seller shall not permit any Group Company to do any of its Subsidiaries to, the following without the prior written consent of Parent:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (ai) amend its organizational documents; (ii) (xA) declareadjust, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other Equity Interests, (zB) purchasedirectly or indirectly redeem, redeem repurchase, retire or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesEquity Interests or (C) effect any recapitalization, reclassification, stock dividend, stock split or like change in the capitalization in any Group Company; (biii) issue, deliver, sell, pledge, dispose of sell or otherwise encumber transfer any shares of its capital stockstock or other Equity Interests, any other voting securities Company Stock Rights, any capital stock of or equity equivalent Equity Interests in any of the Subsidiaries of the Companies or any securities convertible into Subsidiary Stock Rights, other than issuances, deliveries, sales or exchangeable transfers of capital stock or exercisable forother Equity Interests of (A) any Subsidiary of the Companies to another Group Company or (B) the Excluded Entity; (iv) declare or pay any dividend or make any other distribution to its equityholders; provided, however, that prior to the Reference Time, (A) dividends and distributions may be made by any Group Company to another Group Company, (B) dividends and distributions of cash may be made by the Companies to Seller or a Selling Affiliate, (C) distributions may be made by the Companies to Seller or a Selling Affiliate to pay off intercompany indebtedness and (D) distributions may be made in accordance with the Pre-Closing Reorganization pursuant to Section 5.20; (v) except (A) in the ordinary course of business in connection with a promotion of any Employee of the Business below the level of Vice President based on job performance, (B) as may be required under applicable Law or any rightsBenefit Plan or Business Collective Bargaining Agreement, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, as in the case effect as of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on or entered into after the date of this Agreement in accordance compliance with their current terms this Agreement, (C) any increases for which Seller or its Affiliates (other than the Group Companies) shall be solely obligated or (D) in the case of any action that is generally applicable to employees of Seller and its Affiliates in a particular jurisdiction or geographic area, with respect to any Employee of the Business, (1) adopt or amend any Benefit Plan, if such adoption or amendment would result in a material increase in costs to Purchaser on or after the Closing Date, (2) grant any material increase in base salary, wages, bonuses or incentive compensation or accelerate the vesting or payment of any benefit, (3) enter into any employment, change of control, severance or retention agreement, (4) hire any employee who will become an Employee of the Business, other than the hiring of employees who will become Employees of the Business below the level of Vice President, (5) terminate the employment or engagement of any Employee of the Business (other than terminations for cause) at the level of Vice President or above, (6) effectuate any plant closing, relocation of work, or mass layoff that would incur any liability or obligation under the WARN Act, (7) grant or forgive any loans to an Employee of the Business (other than the grant of loans for travel and business expenses, in each case, in the ordinary course of business consistent with past practice, and which will not exceed $5,000 for any individual), (8) transfer any Employee of the Business to any Affiliate of Seller (other than a Group Company) or transfer any employee of any Affiliate of Seller (other than a Group Company) to any Group Company or (9) adopt, enter into, amend, modify or terminate any Business Collective Bargaining Agreement; (vi) create, incur, assume or guarantee any indebtedness for borrowed money in an aggregate amount in excess of USD $1,000,000, other than such indebtedness (A) as will be repaid and extinguished at or prior to the Closing or (B) in the ordinary course of business that is owed by any Group Company to any other Group Company, as applicable; (vii) voluntarily subject any of its properties or assets to any Lien (other than any Permitted Lien) that would have been required to be set forth in Section 3.06 or Section 3.07(a) or (b) of the Seller Disclosure Letter if existing on the date of this Agreement; (viii) (A) loan or advance any amount to any third party (other than loans or advances to employees for travel and business expenses in the ordinary course of business consistent with past practice), or (B) loan or advance any amount to, or enter into any agreement or contract with respect to the sale arrangement with, Seller or issuance of any of its securitiesAffiliates, except for (x) transactions between or among the Group Companies or (y) intercompany transactions in the ordinary course of business and consistent with past practice; (cix) amend its charter make any change in any method of financial accounting or bylaws financial accounting practice or the Rights Agreementpolicy other than those required or permitted by GAAP or other applicable accounting standards (or any interpretation thereof) or required by applicable Law; (dx) acquire or agree to acquire acquire, by merging or consolidating with, or by purchasing a substantial portion of the properties or assets of or equity inof, or by any other manner, any business or any corporation, partnership, association or other business organization Person or division thereof thereof, or otherwise acquire or agree to acquire lease any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease properties or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, Business other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities properties or obligations assets in the ordinary course of business and consistent with past practice or (B) renewals of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained existing Leases in the Company SEC Documentsordinary course of business and consistent with past practice; (pxi) sell, lease (as lessor), sublease (as sublessor), license (as licensor) or otherwise dispose of any real property or tangible asset that is material, individually or in the aggregate with other like real property or tangible assets then being sold, leased, subleased, licensed or disposed, to the Business, except for (A) disposals of real properties or assets in the ordinary course of business and consistent with past practice and (B) subleases of Leased Real Property in the ordinary course of business and consistent with past practice; (xii) abandon, allow to lapse or fail to maintain any material Group Company Registered Intellectual Property (other than abandonments, expirations, cancellations and the like occurring in the ordinary course of business that are not material, individually or in the aggregate, to the Business); (xiii) transfer, assign or grant any license or sublicense to any Person of or with respect to any material Group Company Registered Intellectual Property or Group Company Unregistered Intellectual Property, other than (A) the grant of non-exclusive licenses pursuant to written license agreements in the ordinary course of business consistent with past practice and (B) any such transfer, assignment or grant that may be required pursuant to a Group Company Contract; (xiv) adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xv) enter into any agreement, understanding or commitment Contract that restrains, limits or impedes would have been required to be set forth in Section 3.09 of the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations Seller Disclosure Letter if it were in effect on the Company's date hereof, or modify, amend, terminate, cancel, extend or grant any Consent or waiver under any Group Company Contract in each case other than in the ordinary course of its Subsidiaries' activitiesbusiness and consistent with past practice; (qxvi) materially modifycompromise, amend settle or terminate agree to settle any material contract Proceeding involving a Group Company (other than any compromise, settlement or agreement (A) entered into in the ordinary course of business and consistent with past practice or (B) that imposes an aggregate monetary obligation of less than USD $1,000,000 individually or in the aggregate; provided that (1) no non-monetary obligations (other than customary confidentiality obligations) are imposed on any Group Company and (2) no Group Company admits to which it is a party any wrongdoing); (xvii) acquire, agree to acquire, sell, transfer, lease , sublease, mortgage, encumber or waive otherwise dispose of any asset of its material rights or claims any Group Company in excess of $500,000, in each case other than sales of inventory in the ordinary course of business consistent with past practice; (xviii) except in the ordinary course of business consistent with past practice, cancel, surrender, allow to expire or fail to renew, any Permits; (xix) use or spend Cash at any time after the Reference Time, other than in the ordinary course of business consistent with past practice; provided that the repayment of Indebtedness or the payment of dividends or distributions shall not be deemed to be in the ordinary course of business consistent with past practice, (xx) (A) fail to timely pay any material Tax that is due and payable by such Group Company, (B) settle or compromise any material Tax Proceeding, (C) make, revoke or change any material Tax election, (D) file any material amended Tax Return, (E) surrender any claim for a refund of a material amount of Taxes, (F) consent to any extension or waiver of any limitation period with respect to any material claim or assessment for Taxes, (G) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to a material amount of Taxes, or (H) adopt or change any material Tax accounting method, in each case (x) except with respect to any Taxes or Tax Returns of a Seller Consolidated Group and (y) to the extent such action could reasonably be expected to increase the Tax liability of the Group Companies for a Post-Closing Tax Period; or (rxxi) agreeagree or commit, whether in writing or otherwise, to take do any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than (1) dividends declared prior to the date of this Agreement, and (2) dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesterms; (c) amend its charter or bylaws or the Rights Agreementbylaws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, 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 (other than assets, in each case that are material, individually or in the ordinary course of business consistent with past practice)aggregate, to the Company and its Subsidiaries taken as a whole; (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposespractice, or make any loans, advances or capital contributions to, or investments in, any other person or entityperson, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingCompany; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, adopt or amend any existing, existing severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Plan) or enter into or amend employment or consulting agreement; agreement except (ix) enter into any contract as permitted by Section 7.11 or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (jy) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation increases associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicepractices; or (ri) agreewaive, in writing amend or otherwise, allow to take lapse any term or condition of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting any confidentiality or "standstill" agreement to which the Company is a party. During the period from making the date of this Agreement through the Effective Time, (i) as requested by Parent, the Company shall confer on a regular basis with one or more representatives of Parent with respect to material operational matters; (ii) the Company shall, within 20 days following each fiscal month, deliver to Parent financial statements, including an income statement and balance sheet for such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as month, together with a statement reconciling differences between the projected results of operations for such month set forth in Schedule 4.19 the applicable Monthly Plan and the actual results of operations set forth in the financial statements delivered pursuant to this clause (ii); and (iii) upon the knowledge of the Company Disclosure Scheduleof any Material Adverse Change on the Company, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein, the Company shall promptly notify Parent thereof.

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Section 5.1 Conduct of Business the Partnership Disclosure Schedule or otherwise expressly permitted or required by the Company Pending the Merger. Except as otherwise expressly contemplated by terms of this Agreement or except as described in the Company Disclosure Letterrequired by Applicable Law, during the period from the date of this Agreement through to the Effective TimeClosing, the Company shall, Partnership shall conduct its Business in the Ordinary Course of Business and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve keep intact their current business organizationsits Business, keep available the services of their current officers and its general partner, employees and agents and maintain its relations and good will, preserve their its relationships with patients, doctors, customers, suppliers suppliers, licensors, licensees, distributors landlords, creditors, employees, agents and others having business dealings relationships with themit. Without The Partnership shall not take any action that would result in any of the conditions to the purchase and sale of the Partnership Interests set forth in Article VI not being satisfied. In addition (and without limiting the generality of the foregoing, and), except as set forth in Section 5.1 of the Partnership Disclosure Schedule or otherwise expressly contemplated permitted or required by the terms of this Agreement or except as described in the Company Disclosure Letterrequired by Applicable Law, the Company shall not, and Partnership shall not permit do any of its Subsidiaries to, the following without the prior written consent of Parent:Purchaser (which consent may not be unreasonably withheld): (ai) amend its certificate of limited partnership or limited partnership agreement; (xii) declare, set aside declare or pay any dividends on, dividend or make any other actual, constructive distribution to its partners whether or deemed distributions not upon or in respect of, of any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares partnership interests or other securitiesequity interest; (biii) issueissue any units, deliverpartnership interests, sellor other equity interest or any option, pledge, dispose of warrant or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent right relating thereto or any securities convertible into or exchangeable for any partnership interests in the Partnership or exercisable for, other equity interest; (iv) adopt or amend any Partnership Benefit Plan (or any rightsplan that would be a Partnership Benefit Plan if adopted) or enter into, warrants adopt, extend (beyond the Closing Date), renew or options to acquireamend any collective bargaining agreement or other Contract with any labor organization, any such shares, voting securities union or convertible securities or equity equivalent association; (other than, in v) except for the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as matters set forth in Section 4.25.1 of the Partnership Disclosure Schedule, establish or adopt any employee benefit plan or make any profit-sharing or similar payment to any of its directors, officers, employees or independent contractors; (vi) pay any bonus, increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its partners, employees or independent contractors, except for any items not in excess of $500 individually or $5,000 in the aggregate; (vii) incur or assume any Liabilities, obligations or Indebtedness for borrowed money or guarantee any such Liabilities, obligations or Indebtedness, other than in the Ordinary Course of Business; (viii) permit, allow or suffer any of its assets to become subjected to any Lien (other than Permitted Liens) of any nature whatsoever that is not set forth on Section 3.6 of the Partnership Disclosure Schedule and would have been required to be set forth in Section 3.6 or 3.7 of the Partnership Disclosure Schedule if existing on the date of this Agreement in accordance with their current terms Agreement; (ix) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or contract with respect to arrangement with, any of the sale Sellers or issuance any Affiliates of any of its securitiesthe Sellers, except for the matters set forth in Section 5.1 of the Partnership Disclosure Schedule; (cx) amend its charter make any change in any method of accounting or bylaws accounting practice or the Rights Agreementpolicy other than those required by GAAP; (dxi) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity inof, 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 (other than in the ordinary course of business consistent with past practice)inventory) that are material; (exii) make or incur capital expenditures that are not currently budgeted and that, in the aggregate, are in excess of $5,000; (xiii) sell, lease lease, license or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a wholePartnership, except inventory sold in the Ordinary Course of Business; (fxiv) incur enter into any indebtedness for borrowed money lease of real property; (xv) terminate any insurance policy in effect as of the date hereof or guarantee allow any such indebtedness material insurance policy to be terminated, in either case without using reasonable efforts to obtain a replacement insurance policy on comparable terms to the Partnership; (xvi) form any subsidiary or issue acquire the equity of any Person; (xvii) commence or sell settle any debt securities Proceeding; (xviii) enter into any Contract, transaction or guarantee take any debt securities other action outside the Ordinary Course of othersBusiness; (xix) enter into any transaction or take any other action that the Partnership knows will cause or constitute a breach of any representation or warranty made by the Partnership, except for borrowings the physician owners of the PSHS Seller or guarantees incurred any of the Sellers in this Agreement; (xx) discontinue the payment of its accounts payable that are payable in the ordinary course Ordinary Course of business consistent with past practice for working capital purposesBusiness or deviate from or alter any of its practices, policies or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and procedures in paying accounts payable other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (gxxi) alter through merger, liquidation, reorganization, restructuring or in make any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect material modification to any of the foregoing;material Contract or Permit; and (hxxii) grant make or change any severance election, change an annual accounting period, adopt or termination pay not currently required to be paid under existing severance plans or enter into or adoptchange any accounting method, or amend file any existing, severance plan, agreement or arrangement or, other than in the ordinary course of businessamended Tax Return, enter into any closing agreement, settle any Tax claim or amend assessment relating to the Partnership, surrender any employee benefit plan (including without limitationright to claim a refund of Taxes, consent to any extension or waiver of the Stock Option Plans)limitation period applicable to any Tax claim or assessment relating to the Partnership or take other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or enter into other action would or amend employment or consulting agreement;could be reasonably expected to increase any Tax liability of the Partnership by an amount in excess of $2,000 for any period ending after the Closing Date; and (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (rxxiii) agree, commit or offer (in writing or otherwise, ) to take any of the foregoing actions, provided, however, that nothing actions described in clauses “(i)” through “(xxii)” of this Section 5.1 shall be deemed as prohibiting 5.1. (b) In addition (and without limiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan generality of the foregoing), except as set forth in Schedule 4.19 Section 5.1 of the Company Partnership Disclosure ScheduleSchedule or otherwise expressly permitted or required by the terms of this Agreement or except as required by Applicable Law, the Partnership shall: (i) promptly (but in any event, no later than three business days after the applicable matter or event) advise Purchaser in writing of the occurrence of any matter or event that (A) constitutes or would reasonably be expected to constitute a Partnership Material Adverse Effect, (B) resulted or would reasonably be expected to result in a material breach of any of representations and warranties set forth in Article II or Article III of this Agreement or (C) would reasonably be expected to (i) constitute a Seller Material Adverse Effect with respect to Sellers or (ii) adversely affect the ability of the Partnership to consummate the transactions contemplated by this Agreement; (ii) confer with Purchaser concerning operational matters of a material nature and otherwise report periodically to Purchaser concerning the status of the Business, operations, and finances of the Partnership; (iii) use reasonable best efforts to maintain in full force and effect all Intellectual Property of the Partnership; (iv) comply with all Applicable Laws in the operation of the Partnership’s Business; (v) cooperate with the Purchaser and use its reasonable best efforts to cause the conditions to the Purchaser’s obligations to close specified in Article VI below to be satisfied and execute and deliver such further instruments of conveyance and transfer and take such additional action as the Purchaser may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement; and (vi) upon reasonable request, use reasonable best efforts to arrange meetings with such customers, suppliers, licensors, licensees, distributors, landlords, creditors, employees, agents and others having business relationships with it as the Purchaser shall reasonably designate in order that the Purchaser and the Partnership may confer with such Persons regarding the Partnership and the nature of the transactions contemplated by this Agreement.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in Section 5.1 of the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders of the Company in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, grant, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (ciii) amend its charter or bylaws by-laws or the Rights Agreementequivalent organizational documents; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease lease, pledge or otherwise dispose of or encumber, or agree to sell, lease lease, pledge or otherwise dispose ofof or encumber, any of its assets that are material, individually or with a fair market value in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities excess of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity$100,000, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person or entity, other than (A) in the ordinary course of business consistent with past practices and, in the case of indebtedness and guarantees, in an amount not to exceed $100,000 and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingits Subsidiaries; (hviii) grant any severance or termination pay not currently except as required to be paid under existing severance plans or by applicable law, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Company Plan or enter into or amend employment or consulting agreementagreement or fail to maintain in effect each key-man insurance policy currently in effect with respect to an employee of the Company or any Subsidiary of the Company; (iix) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practice; (kpractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) agree or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or grant or otherwise award to any person any option or stock appreciation right or other right or benefit under the settlement of any material claim Company Option Plans, or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) establish, adopt, enter into, or, except as may be required by to comply with applicable law law, amend or GAAPtake action to enhance or accelerate any rights or benefits under, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreementlabor, accelerate the paymentcollective bargaining, right to payment or vesting of any bonus, severance, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, stock optionemployment, insurance termination, severance or other compensation plan, agreement, trust, fund, policy or benefitsarrangement for the benefit of any director, officer or employee; (ox) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it or any Subsidiary by any applicable material federal, state, local or foreign law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by GAAP); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) settle or compromise any Tax liability; (xiv) settle or compromise any claims or litigation in excess of $50,000 or commence any litigation or proceedings; (xv) enter into or amend any agreement or contract (i) having a term in excess of 12 months and which is not terminable by the Company or a Subsidiary without penalty or premium by notice of 60 days or less or (ii) outside the ordinary course of business consistent with past practice, which involves or is expected to involve payments of $100,000 or more during the term thereof (provided that in the case of agreements or contracts with any customer, the margins anticipated from any such agreement or contract shall be consistent in all material respects with historical margins); enter into, amend or terminate any other agreement or contract material to the Company and its Subsidiaries, taken as a whole; or purchase any real property, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in the aggregate are in excess of $100,000; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete accordance with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicetheir terms; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects to carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course course, preserve intact their current business organizations, and, to the extent consistent therewith, use its commercially reasonable best efforts to preserve intact their current business organizationsefforts, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in Section 6.1 of the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares Company Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.24.2(a)) on the date of this Agreement in accordance with their current terms terms) or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter certificate of incorporation or bylaws or amend the Rights Agreementcertificate of incorporation and by-laws (or other organizational documents) of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for (i) borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, (ii) indebtedness of any Subsidiary of the Company to the Company or to another Subsidiary of the Company, (iii) in replacement for existing or maturing debt so long as principal amount does not increase or (iv) other borrowings under existing lines of credit or loans in the ordinary course of business consistent with past practice, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or agreements, enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of businessbusiness or as required by applicable law, enter into or amend any employee benefit plan (including including, without limitation, the Company Stock Option PlansPlan), or enter into or amend any employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, of $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, of $500,0001,000,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, make any bonus payments to, or increase the compensation or fringe benefits of any of its directors, officers or employees employees, provided that, with respect to employees that are not executive officers or directors, the Company may (i) increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice and (ii) pay bonuses in the ordinary course of business consistent with past practice; provided, however, that the aggregate amount of such payments with respect to the employees of the Company's United States operations other than Falk Communications, Inc., shall not exceed $1,000,0000; (kx) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Company Stock Option Plans Plan and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC DocumentsReports; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct 6.1. Covenants of Business by the Company Pending the MergerCompany, Highland Bank and First Community Bank. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement and the Company shallStock Option Agreement or with the prior written consent of BancorpSouth, the Company, Highland Bank, First Community Bank and their Subsidiaries shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with thempast practice. Without limiting the generality of the foregoing, and, and except as set forth in Section 6.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement and the Stock Option Agreement or as described consented to in the Company Disclosure Letterwriting by BancorpSouth, the Company Company, Highland Bank or First Community Bank shall not, and shall not permit any of its their Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside declare or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, of any of its capital stockstock during any period, at a rate that is inconsistent with its past practice or in excess of the rate of its most recent dividend or distribution prior to the date hereof; (i) repurchase, redeem or otherwise make acquire (except for the acquisition of Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof) any payments to stockholders shares of the Company in their capacity as such, other than dividends payable to the Company declared by any capital stock of the Company's , Highland Bank, First Community Bank or any of their Subsidiaries, or any securities convertible into or exercisable for any shares of the capital stock of the Company, Highland Bank, First Community Bank or any of their Subsidiaries, (yii) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (biii) issue, deliver, deliver or sell, pledgeor authorize or propose the issuance, dispose of delivery or otherwise encumber sale of, any shares of its capital stock, any other voting securities or equity equivalent stock or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other thanenter into any agreement with respect to any of the foregoing, except, in the case of the Companyclauses (ii) and (iii), for the issuance of Shares during the period from the date of this Agreement through the Effective Time Company Common Stock, Highland Common Stock or First Community Common Stock upon the exercise or fulfillment of Stock Options rights or options issued or existing pursuant to (A) employee benefit plans, programs or arrangements, all to the extent outstanding (as set forth and in Section 4.2) existence on the date of this Agreement and in accordance with their current present terms or enter into any agreement or contract with respect to (B) the sale or issuance of any of its securitiesStock Option Agreement; (c) amend its charter Articles of Incorporation, Bylaws or bylaws or the Rights Agreementother similar governing documents; (d) acquire authorize or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, permit any of its assets that are materialofficers, individually directors, employees or in the aggregateagents to directly or indirectly solicit, to the Company and its Subsidiaries taken as a whole; (f) incur initiate, facilitate or encourage any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions inquiries relating to, or investments inthe making of any proposal which constitutes, a "takeover proposal" (as defined below), or participate in any other person discussions or entitynegotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make a takeover proposal; provided, however, that the Company, Highland Bank and First Community Bank may communicate information about any such takeover proposal to its respective shareholders if, in the judgment of the Company's, Highland Bank's or First Community Bank's respective Boards of Directors, based upon the advice of outside counsel, such communication is required under applicable law, provided further, however, that the Company, Highland Bank and First Community Bank may, and may authorize and permit its officers, directors, employees or agents to, (i) provide or cause to be provided such information, and (ii) participate in such discussions or negotiations, if the respective Boards of Directors of the Company, Highland Bank or First Community Bank after having consulted with and considered the advice of outside counsel, has determined that the failure to do so could cause the members of such Board of Directors to breach their fiduciary duties under applicable laws. The Company, Highland Bank and First Community Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan BancorpSouth with respect to any of the foregoing; (h) grant . The Company, Highland Bank and First Community Bank will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.1(d). The Company, Highland Bank and First Community Bank will notify BancorpSouth immediately if any severance such inquiries or termination pay not currently required takeover proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be paid under existing severance plans initiated or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitationcontinued with, the Stock Option Plans)Company, Highland Bank or enter into or amend employment or consulting agreement; First Community Bank, as applicable, and the Company, Highland Bank and First Community Bank will promptly (iwithin 24 hours) enter into any contract or commitment inform BancorpSouth in writing of all of the relevant details with respect to capital expenditures with a value in excess ofthe foregoing including the material terms and conditions of such request or takeover proposal and the identity of the person or group making such request or proposal. The Company, Highland Bank and First Community Bank will keep BancorpSouth fully informed of the status and details (including amendments or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (jproposed amendments) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers such request or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided takeover proposal. As used in this Agreement, accelerate the payment"takeover proposal" shall mean any tender or exchange offer, right to payment or vesting of any bonusproposal for a merger, severance, profit sharing, retirement, deferred compensation, stock option, insurance consolidation or other compensation business combination involving the Company, Highland Bank, First Community Bank or benefits; (o) payany of their Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, discharge or satisfy a substantial portion of the assets of, the Company, Highland Bank, First Community Bank or any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)of their Subsidiaries, other than the payment, discharge transactions contemplated or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (permitted by this Agreement or the notes thereto) contained in the Company SEC DocumentsStock Option Agreement; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct 4.1 Covenants of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through the Effective Timeand continuing until Closing, the Company shallagrees as to itself with respect to the Business that (except as expressly contemplated or permitted by this Agreement, including those actions (A) contemplated in the Company Disclosure Schedule, (B) contemplated in this Article IV, or (C) as required by a Governmental Authority or by applicable law, rule or regulation, or to the extent that Parent shall otherwise consent in writing (which consent not to be unreasonably delayed or withheld)), the Company shall conduct the Business in the ordinary course and shall cause its Subsidiaries to, consistent with past practice in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit do any of its Subsidiaries to, without the prior written consent of Parentfollowing: (a) (x) declare, set aside create or pay allow to remain in place any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by Lien on any of the Transferred Assets other than Permitted Liens or incur or guarantee any material indebtedness for borrowed money except with respect to the incurrence of indebtedness to the extent permitted by the Company's Subsidiaries, (y) split, combine or reclassify ’s existing credit facility and any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesamendment thereof; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement lease of real or contract with respect to personal property or any renewals thereof involving a rental obligation exceeding $60,000 per annum per any such lease, and $150,000 per annum in the sale or issuance of any of its securitiesaggregate; (c) amend its charter except for increases as may be required by applicable law or bylaws any contracts or agreements existing as of the date hereof, increase the rate of compensation or the Rights Agreementbenefits payable to any of the officers, employees or contractors of the Company in excess of 5% of such officer’s existing compensation or benefits; (d) acquire enter into, amend or agree to acquire by merging terminate any bonus, insurance, pension or consolidating withother Benefit Plan, or by purchasing assets of or equity in, 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 (other than except in the ordinary course of business course, consistent with past practice)practices, any severance arrangement or obligation for or with any of its employees; (e) make any new commitment or increase any previous commitment for capital expenditures for the Business in an amount exceeding $10,000 per any such capital expenditure, and $100,000 in the aggregate; provided that any commitment identified on Schedule 4.1 shall not require the consent or approval of Parent; (f) enter into any contract that would constitute a Material Contract, terminate, or assign any Material Contract, waive or permit the loss of any right of substantial value, cancel any debt or claim, or voluntarily suffer any extraordinary loss and except in the ordinary course, consistent with past practice, amend or modify any Material Contract; (g) sell, assign, transfer, license or convey any Business Intellectual Property, except for licenses of Business Intellectual Property granted in the normal course of business; (h) sell, transfer, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary material part of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, Transferred Assets other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into acquire any contract other business or commitment Person or otherwise purchase any assets with respect to capital expenditures with a an aggregate value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, of $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate50,000; (j) except to enter into or materially modify any material agreement or arrangement with any Affiliate, the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers of the Business or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course their family members or any of business consistent with past practice;their respective Affiliates; or (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any contract, agreement, understanding commitment or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability arrangement with respect to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise (x) required by applicable law or by a Governmental Entity of competent jurisdiction, (y) expressly contemplated by this Agreement (including as permitted or as described required by Section 7.9) or (z) set forth in Section 6.1 of the Company Disclosure Letter, during the period from the date of this Agreement through until the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects respects, carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with themas currently conducted. Without limiting the generality of the foregoing, andduring such period, the Company shall not undertake any of the actions described in subsections (a)(i), (b), (c), (d), (h), (p) and (r) below, and except as otherwise (x) required by applicable law or by a Governmental Entity of competent jurisdiction, (y) expressly contemplated by this Agreement (including as permitted or as described required by Section 7.9) or (z) set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld or delayed): (a) (xi) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such(ii) adjust, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (ziii) purchaserepurchase, redeem or otherwise acquire any shares of its capital stock of the Company or any of its Subsidiaries or any other securities thereof convertible into or exchangeable or exercisable for any rights, warrants or options to acquire any such shares or other securitiesof its capital stock; (b) issue, grant, deliver, sell, pledge, dispose of pledge or otherwise encumber or dispose of any shares of its capital stockstock or other equity interests, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, equity interests, voting securities or convertible securities or equity equivalent (securities, other than, in the case of the Company, than the issuance of Shares during the period from shares of Company Common Stock pursuant to Company Awards outstanding as of the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesAgreement; (c) amend its charter certificate of incorporation or bylaws or the Rights Agreementby-laws; (d) acquire merge or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, or by consolidate with any other mannerPerson, any business except for acquisitions and dispositions permitted by clauses (e) and (f) below, respectively, effected by means of a merger or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in consolidation involving the ordinary course of business consistent with past practice)Company; (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary capital expenditures permitted by Section 6.1(f) and purchases of the Company inventory, raw materials and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than supplies in the ordinary course of business, enter into acquire (by merger, consolidation, purchase of stock or amend any employee benefit plan (including without limitation, the Stock Option Plansotherwise), or enter into agree to so acquire, any entity, business or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with assets having a value purchase price in excess of, of $100,000 individually or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, 500,000 in the aggregate; (jf) except make or agree to make any new capital expenditure, other than capital expenditures (i) approved by the Company Board prior to the date hereof as previously disclosed to Parent or within the Company’s capital budget for fiscal 2008 previously made available to Parent or (ii) to the extent required under existing employee and director benefit plansnot covered in clause (i), agreements in an aggregate amount not to exceed $500,000; (g) sell, lease (as landlord), license (as licensor), encumber by Lien or arrangements otherwise, or otherwise dispose of (by merger, consolidation, sale of stock or assets or otherwise), or agree to sell, lease (as landlord), license (as licensor), encumber or otherwise dispose of, assets having a current value in effect on excess of $500,000 in the date aggregate; (h) incur any indebtedness, other than customary trade payables incurred in the ordinary course of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews business; (i) except in the ordinary course of business consistent and upon terms not materially adverse to the Company with past practicerespect to such Company Material Contract, or as required under the terms of a Company Material Contract, enter into, amend or otherwise modify in any material respect any Company Material Contract; (j) enter into any contract, agreement or arrangement that prohibits the incurrence of indebtedness by the Company or prohibits the Company from subjecting to a Lien any material asset or property of the Company; (k) agree to the settlement of any material claim or litigation; (l) make make, change or rescind any material tax Tax election or change a material method of Tax accounting, amend any material Tax Return, fail to pay any Tax when it becomes due and payable, or settle or compromise any material tax federal, state, local, provincial or foreign Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund; (l) pledge, encumber or otherwise subject to a Lien (other than a Permitted Lien) any material asset or property of the Company or any material portion of the Company’s assets or properties; (m) except as required settle or compromise any pending or threatened suit, action or claim, other than settlements or compromises requiring payments by applicable law or GAAP, make any material change the Company of no more than $100,000 individually and $500,000 in its method of accountingthe aggregate; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (x) the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Company Financial Statements (or as contemplated by the notes thereto), in all cases not more than $100,000 individually and $500,000 in the aggregate and (y) payment of Taxes as they become due and payment of trade payables incurred in the ordinary course of business; (o) (w) change its material (A) Tax accounting policies, practices, or (B) annual accounting period, (x) make, change or rescind any Tax elections, (y) settle or compromise any material audit, claim, assessment, examination or litigation with respect to Taxes, except, in each case, as may be required by GAAP, or (z) file any material amended Tax Return, enter into any closing agreement with respect to material Taxes, or surrender any right to claim a material refund of Taxes; (p) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of the Company; (q) allow to lapse or abandon any such claimsmaterial Intellectual Property; (r) implement any layoff of employees that would implicate the Worker Adjustment and Retraining Notification Act of 1988, liabilities as amended; (i) increase the salary or obligations wages payable or to become payable to its directors, executive officers or employees, other than salary increases for employees in the ordinary course of business and consistent with past practice which in any event shall not result in an aggregate increase in salary for all employees in excess of $150,000; (ii) enter into or amend in any material respect any employment or severance agreement that would require payments in excess of $50,000; or (Biii) of claimsestablish, liabilities adopt, enter into or obligations reflected or reserved against inamend in any material respect, or contemplated bymake any new grants or awards of stock based compensation or other benefits under, any Benefit Plan, any bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, deferred compensation, or other arrangement for the consolidated financial statements (benefit of, any director, executive officer or employee, except, in each case, as may be required by the notes thereto) contained in the Company SEC Documentsterms of any such existing plan, agreement, policy or arrangement or to comply with applicable law; (pt) except as may be required by GAAP or as a result of a change in law, make any material change in its method of accounting; or (u) enter into any agreement, understanding contract or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability agreement to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take do any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct PENDING THE MERGER (i) amend, modify, waive, rescind or otherwise change the Company’s or any Company Subsidiary’s certificate of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement incorporation, bylaws or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, andequivalent organizational documents, except as otherwise expressly contemplated may be required by this Agreement Law or as described in the Company Disclosure Letter, rules and regulations of the Company shall not, and shall not permit any of its Subsidiaries to, without SEC or the prior written consent of Parent:NASDAQ; (aii) (x) authorize, declare, set aside aside, make or pay any dividends on, on or make any distribution with respect to its outstanding shares of capital stock or other actualequity interests (whether in cash, constructive assets, shares or deemed distributions in other securities of the Company or any Company Subsidiary), or enter into any agreement and arrangement with respect of, any to voting or registration of its capital stock, stock or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, equity interests or securities; (yiii) split, combine combine, subdivide, reduce or reclassify any of its capital stock or other equity interests, or redeem, purchase or otherwise acquire any of its capital stock or other equity interests, or issue or authorize the issuance of any of its capital stock or other equity interests or any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof equity interests or any rights, warrants or options to acquire any such shares of capital stock or other securities; (b) issueequity interests, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, except for any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than transaction involving only wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice; (iv) issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in the capital stock, voting securities or other equity interest in the Company or any Company Subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, restricted stock, restricted stock units, performance-based or service-based equity awards, stock appreciation rights, stock-based performance units or equity-related awards whether payable in cash, stock or otherwise, or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Company Equity Award under any Company Equity Plan as in existence as of the date hereof (except as otherwise provided by the express terms of any Company Equity Award as in existence as of the date hereof), other than (A) issuances of Company Common Stock in respect of any exercise of Company Options, the vesting or settlement of Company Equity Awards outstanding as of the date hereof, in all cases in accordance with their respective terms, (B) the issuances of Company Common Stock pursuant to the terms of the Company ESPP in respect of the Current ESPP Offering Periods (C) transactions solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (D) the grant of Company Equity Awards in accordance with the terms set forth in Section 6.1(b)(iv)(D) of the Company Disclosure Letter or (E) as provided in clause (C) of subsection (xvii) of this Section 6.1(b); (eA) sell, lease increase the compensation or otherwise dispose of benefits payable or agree to sell, lease or otherwise dispose of, become payable to any of its assets directors, executive officers, employees or consultants of the Company, Company Subsidiaries or their respective ERISA Affiliates, except as set forth in Section 6.1(b)(v)(A) of the Company Disclosure Letter; (B) grant to any directors, executive officers, employees or consultants of the Company, Company Subsidiaries or their respective ERISA Affiliates any severance or termination pay or increases thereof, except for the payment of severance required pursuant to the terms of the Company Severance and Change in Control Plan, which such amounts are set forth on Section 6.1(b)(v)(B) of the Company Disclosure Letter, or as required by applicable statutory Law outside of the United States; (C) pay or award, or commit to pay or award, any bonuses, retention or incentive compensation to any directors, executive officers, employees or consultants of the Company, Company Subsidiaries or their respective ERISA Affiliates, except for bonuses, retention or incentive compensation pursuant to Contracts that are materiallisted on Section 6.1(b)(v)(C) of the Company Disclosure Letter (all of which have been made available to Parent); (D) establish, adopt, enter into, amend or terminate any collective bargaining agreement or Company Benefit Plan; (E) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Benefit Plan; (F) terminate the employment or service of any employee at the level of vice president or above or substantially dedicated to engineering or manufacturing activities, or any director or executive officer, of the Company, Company Subsidiaries or their respective ERISA Affiliates, other than for cause; (G) hire any new employees or consultants at the level of vice president or above, or directors or executive officers, of the Company, Company Subsidiaries or their respective ERISA Affiliates, other than to hire employees in order to replace any individual employed with the Company, Company Subsidiaries or their respective ERISA Affiliates as of the date hereof, whose employment terminates on or after the date hereof; (H) promote, demote, transfer, or change the title, job position, authority, responsibilities or pay grade of any directors, executive officers or employees or consultants of the Company, Company Subsidiaries or their respective ERISA Affiliates; or (I) provide any funding for any rabbi trust or similar arrangement; (vi) (A) acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of (y) any equity interests in or assets of any Person or any business or division thereof or (z) any other assets over $500,000 individually or $1,000,000 in the aggregate, to or (B) otherwise engage in any mergers, consolidations or business combinations, except for transactions solely between the Company and its a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness acquisitions of supplies, inventory or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred equipment in the ordinary course of business consistent with past practice for working capital purposespractice; (vii) enter into any new line of business outside of its existing business; (viii) take any actions or omit to take any actions that would or would be reasonably likely to (i) result in any of the conditions set forth in Article VIII not being satisfied, (ii) result in new or additional required approvals from any Governmental Entity in connection with the Transactions or (iii) materially delay or impair the ability of Parent, the Company or Merger Sub to consummate the Transactions in accordance with the terms of this Agreement or materially delay such consummation; (ix) liquidate, dissolve, restructure, recapitalize or effect any other reorganization (including any reorganization or restructuring between or among any of the Company and/or any Company Subsidiaries), or adopt any plan or resolution providing for any of the foregoing; (x) make any loans, advances or capital contributions to, or investments in, any other person Person, except for loans solely among the Company and its wholly owned Company Subsidiaries or entitysolely among the Company’s wholly owned Company Subsidiaries or advances for reimbursable employee expenses, in each case, in the ordinary course of business; (xi) sell, lease, license, assign, abandon, permit to lapse, transfer, exchange, swap or otherwise dispose of, or subject to any Lien (other than to Permitted Liens), any of its material properties, rights or assets (including shares in the capital of the Company or any wholly owned Subsidiary of the Company and other than Subsidiaries), except (A) dispositions of obsolete or worthless equipment, in the ordinary course of business consistent with past practice; , (gB) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of for transactions solely among the Company and its wholly owned Company Subsidiaries or adopt solely among wholly owned Company Subsidiaries and (C) in connection with any plan with respect license of Company Intellectual Property incidental to any the sale of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than Company Products in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (ixii) (A) enter into any contract Contract that would, if entered into prior to the date hereof, be a Material Contract, or commitment into any Contract that grants any license to any Person under any Company Technology or Company Intellectual Property or (B) (1) materially modify, materially amend, extend or terminate any Material Contract (or the intellectual property licensing provisions of any other Contract) or (2) waive, release or assign any rights or claims thereunder; (xiii) make or change any material Tax election, adopt or change any Tax accounting period or material method of Tax accounting, file any amended Tax Return, settle or compromise any material liability for Taxes or any Tax audit, claim or other proceeding relating to a material amount of Taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law), surrender any right to claim a material refund of Taxes, or, agree to an extension or waiver of the statute of limitations with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregatematerial amount of Taxes; (jxiv) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of commence (other than any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews collection action in the ordinary course of business consistent with past practice; (k) agree practice or any action to enforce the settlement of any material claim or litigation; (l) make or rescind any material tax election provisions hereof), waive, release, assign, compromise or settle any claim, litigation, investigation or compromise proceeding (for the avoidance of doubt, including with respect to matters in which the Company or any material tax liability; (m) except Company Subsidiary is a plaintiff, or in which any of their officers or directors in their capacities as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwisesuch are parties), other than the paymentcompromise or settlement of claims, discharge litigations, investigations or satisfaction proceedings that are not brought by Governmental Entities and that: (A) is for an amount not to exceed, for any such compromise or settlement individually or in the aggregate, $1,500,000, (B) does not impose any injunctive relief on the Company and the Company Subsidiaries and does not involve the admission of wrongdoing by the Company, any Company Subsidiary or any of their respective officers or directors or otherwise establish a materially adverse precedent for similar settlements by Parent or any Parent Subsidiaries (including following the Effective Time the Company and the Company Subsidiaries) and (C) does not provide for the license of any material Company Intellectual Property; (xv) make any change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or applicable Law; (xvi) amend or modify any Privacy Statement of the Company or any Company Subsidiary; (xvii) redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respects the terms of any Indebtedness or any derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements), or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any Indebtedness solely among the Company and its wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries, (B) guarantees by the Company of Indebtedness of Company Subsidiaries or guarantees by Company Subsidiaries of Indebtedness of the Company or any other Company Subsidiary, which Indebtedness is incurred in compliance with this clause (xix), (C) any amendment, supplement, restatement, or modification to the Existing Credit Agreement provided that such agreement remains terminable at the election of the Company, including any increase in the percentage of pledged shares pursuant to such Existing Credit Agreement, and (D) as may be required by the Convertible Senior Notes; (xviii) enter into any transactions or Contracts with (A) any affiliates or other Person that would be required to be disclosed by the Company under Item 404 of Regulation S-K of the SEC or (B) any Person who beneficially owns, directly or indirectly, more than five percent (5%) of the outstanding shares of Company Common Stock; (xix) cancel the Company’s insurance policies or fail to pay the premiums on the Company’s insurance policies such that such failure causes a cancellation of such policy, or fail to use commercially reasonable efforts to maintain in the ordinary course the Company’s insurance policies; (xx) enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property, (B) modify or amend or exercise any right to renew any Company Lease or other lease or sublease of real property, or waive any term or condition thereof or grant any consents thereunder, (C) grant or otherwise create or consent to the creation of any easement, covenant, restriction, assessment or charge affecting any real property leased by the Company, or any interest therein or part thereof, (D) commit any waste or nuisance on any such property or (E) make any material changes in the construction or condition of any such claimsproperty, liabilities or obligations in each case other than in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentsbusiness; (pxxi) enter into convene any agreement, understanding or commitment that restrains, limits or impedes the Company's special meeting (or any adjournment or postponement thereof) of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiesCompany Stockholders; (qxxii) materially modify, amend terminate or terminate modify or waive in any material contract respect any right under any Company Permit; (xxiii) otherwise grant to which it is any Party any present, past or future license, covenant, waiver or other right under, or Lien in respect of, any Company Intellectual Property or Company Technology; (xxiv) adopt or otherwise implement any stockholder rights plan, “poison-pill” or other comparable agreement; (xxv) take any action that would result in an adjustment (other than an adjustment as a party result of this Agreement or waive any of its material rights or claims except the transactions contemplated hereby) to the Conversion Rate (as defined in the ordinary course Convertible Notes Indenture) from 157.5101 shares of business consistent with past practiceCommon Stock (as defined in the Convertible Notes Indenture) per $1,000 principal amount of Convertible Senior Notes; or (rxxvi) agreeagree or authorize, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the MergerReorganization. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects respects, except as contemplated by this Agreement, carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with themas currently conducted. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement (including the Annexes hereto) or as described disclosed in the Company Disclosure Letter, during such period, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (xi) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, or redeem or repurchase, any of its capital stockstock or other equity interest, or otherwise make any payments to stockholders except for dividends by a Subsidiary of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, its parent or (yii) split, combine or reclassify any of its capital stock or other equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesstock; (b) issue, deliver, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stockstock or other equity interest, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (securities, other than, in the case of the Company, than the issuance of Shares during shares of Company Common Stock under the period from Company Long-Term Incentive Plan, Company Restricted Stock Plan or Tax Deferred Savings Plan in the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms ordinary course or enter into any agreement or contract with respect pursuant to the sale or issuance of any of its securitiesInvestment Agreement; (c) amend its charter Restated Certificate of Incorporation or bylaws By-laws or the Rights Agreementother similar organizational documents; (d) acquire acquire, or agree to acquire by merging acquire, in a single transaction or consolidating with, or by purchasing assets in a series of or equity in, or by any other mannerrelated transactions, any business or any corporationassets, partnershipother than (i) transactions that are in the ordinary course of business, association and which involve individually or other business organization or division thereof or otherwise acquire in the aggregate a purchase price not in excess of $5,000,000 and (ii) capital expenditures described in paragraph (e) below; (e) make or agree to acquire make any assets (new capital expenditure other than expenditures contemplated by the Company's capital budget for fiscal 1999 and expenditures not in excess of the dollar amount included in the Company's business plan for fiscal 2000; (f) sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, license, encumber or otherwise dispose of, any of its assets, other than transactions that are in the ordinary course of business and which involve assets having a current value not in excess of $5,000,000 individually or in the aggregate; (g) increase the salary or wages payable or to become payable to its directors, officers or employees, except for increases required under employment agreements existing on the date hereof, and except for increases for officers and employees in the ordinary course of business consistent with past practice); (e) sellpractices; or enter into any employment or severance agreement with, lease or otherwise dispose of establish, adopt, enter into or agree to sellamend, lease or otherwise dispose make any grants or awards under, any bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination or severance plan, agreement, policy or arrangement for the benefit of, any of its assets that are materialdirector, individually officer or employee, except, in the aggregateeach case, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposespractices (including those with respect to the timing and amount of, and persons entitled to, grants and awards), or as may be required by the terms of any such plan, agreement, policy or arrangement or to comply with applicable law; (h) except as may be required as a result of a change in law or in generally accepted accounting principles, make any change in its method of accounting or its fiscal year; (i) enter into, modify in any material respect, amend in any material respect or terminate any material contract or agreement to which the Company or any of its Subsidiaries is a party, or waive, release or assign any material rights or claims, in each case, in any manner adverse to the Company or any of its Subsidiaries; (j) amend any term of any of its outstanding securities in any material respect; (k) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (l) incur, assume or guarantee any material Indebtedness other than pursuant to agreements in effect on the date hereof and listed in the Company Letter; (m) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens incurred in the ordinary course of business or to secure Indebtedness or other obligations permitted by this Agreement; (n) create, incur, assume or suffer to exist any obligation whereby the Company or its Subsidiaries guarantees any Indebtedness, leases, dividends or other obligations of any third party; (o) make any loan, advance or capital contributions to or investment in any Person, other than loans, advances or capital contributions to, to or investments in, any other person or entity, other than to the Company or any in its wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC DocumentsSubsidiaries; (p) enter into any agreement, understanding agreement or commitment arrangement that restrains, materially limits or impedes otherwise materially restricts the Company's , any of its Subsidiaries or any of their respective Affiliates or any successor thereto or that could, after the Effective Time, limit or restrict Parent, any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's Surviving Corporation or any of its Subsidiaries' activitiestheir Affiliates, from engaging in the business of providing wireless communications services or developing wireless communications technology anywhere in the world or otherwise from engaging in any other business; (q) materially modifysettle, amend or terminate propose to settle, any material contract to which it is a party litigation, investigation, arbitration, proceeding or waive other claim; (r) make any material tax election or enter into any settlement or compromise of its any material rights tax liability; (s) take any action, other than as expressly permitted by this Agreement, that would make any representation or claims except warranty of the Company hereunder inaccurate in any material respect at the ordinary course of business consistent with past practiceEffective Time; or (rt) agreeenter into any contract, in writing agreement, commitment or otherwise, arrangement to take do any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 4.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and key employees and preserve their its relationships with customers, suppliers and others having business dealings with themit. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders of the Company in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect and (B) the issuance of shares of Company Common Stock pursuant to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Stock Option Agreement; (diii) amend the Company Charter or by-laws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any material assets (other than in outside of the ordinary course of business consistent with past practice)business; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entitymaterial assets, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practices and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of the Company or any Subsidiary Subsidiary; (viii) except as provided in Section 4.1(viii) of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or Letter, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any Company Plan, employment agreement (with an employee benefit plan (including without limitation, the Stock Option Plansat or above management level), or enter into or amend employment or any consulting agreementagreement out of the ordinary course; (iix) enter into any contract or commitment with respect to capital expenditures with a value except as provided in excess of, or requiring expenditures by Section 4.1(ix) of the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this AgreementLetter, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practicepractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (kx) agree knowingly violate or knowingly fail to the settlement of perform any material claim obligation or litigationduty imposed upon it or any Subsidiary by any applicable federal, state or local law, rule, regulation, guideline or ordinance; (lxi) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any material Tax Return inconsistent with its past practice in preparing or filing similar Tax Returns in prior periods or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) make or rescind any express or deemed material tax election relating to Taxes or change any of its methods of reporting income or deductions for Tax purposes; (xiv) commence any litigation or proceeding with respect to any material Tax liability or settle or compromise any material tax liabilityTax liability without Parent's consent (which consent should not be unreasonably withheld) or commence any other litigation or proceedings or settle or compromise any other material claims or litigation; (mxv) except enter into, renew, terminate or amend any agreement or contract material to the Company and its Subsidiaries, taken as required by applicable law a whole, including any Significant Contract; or GAAP, purchase any real property or make or agree to make any material change new capital expenditure or expenditures which in its method the aggregate are in excess of accounting$5 million; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (oxvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated most recent financial statements (or the notes thereto) contained of the Company included in the Company SEC Documents; (p) enter into any agreement, understanding Documents or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except incurred in the ordinary course of business consistent with past practice; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business (a) Except for the Argyll Road Carve-Out, those matters set forth in Schedule 7.01, the Retained Asset and Liability Transfer or otherwise expressly permitted by the Company Pending the Merger. Except as otherwise expressly contemplated by terms of this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through to the Effective TimeClosing (the “Interim Period”), Seller shall use commercially reasonable efforts to keep intact the Assets in a manner consistent with industry practices as applied by the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use of its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with thembusiness. Without limiting the generality of the foregoing, andIn addition, except as set forth in Schedule 7.01 or otherwise expressly contemplated permitted or required by the terms of this Agreement or as described in Agreement, during the Interim Period Seller shall not permit the Company Disclosure Letterto, and the Company shall not, and shall not permit do any of its Subsidiaries to, the following without the prior written consent of ParentPurchaser, which shall not be unreasonably withheld or delayed: (ai) amend its articles of amalgamation or by-laws; (xii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of its capital stock of (including the Company Shares) or issue any capital stock or any of its Subsidiaries option, warrant or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent right relating thereto or any securities convertible into or exchangeable or exercisable for, or for any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent shares of capital stock (other than, in including the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesShares); (ciii) adopt, establish, replace or terminate, or amend its charter or bylaws or the Rights Agreementmodify in any material respect, any Benefit Plan, except as required by Applicable Law; (div) acquire grant to any executive officer or agree to key employee any increase in compensation or benefits, except in the ordinary course of business and consistent with past practice or as may be required under an existing agreement set forth on Schedule 5.09(a); (v) incur or assume any (A) short-term liabilities, obligations or indebtedness for borrowed money or guarantee any such short-term liabilities, obligations or indebtedness, other than in the ordinary course of business and consistent with past practice, or (B) long-term liabilities, obligations or indebtedness for borrowed money or guarantee any such long-term liabilities, obligations or indebtedness; (vi) make any change in any method of accounting or accounting practice or policy other than those required by IFRS or as recommended by the Company’s accountants; (vii) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity inof, 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 (other than inventory) that are material; (viii) sell, lease, license or otherwise dispose of any of its assets that are material, in the aggregate, to the Company, except inventory and obsolete or excess equipment [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED sold in the ordinary course of business and consistent with past practice, except for the Argyll Road Carve-Out and except relating to the Retained Asset and Liability Transfer; (ix) amend, modify, terminate, assign or extend the term of any Company Contract; (x) enter into any lease of real property; (xi) compromise or settle any Proceeding or other investigation relating to the future operations of the Company; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Without limiting the generality of Section 7.01(a), during the Interim Period Seller shall cause the Company to: (i) make capital expenditures in the ordinary course of business consistent with past practice, including making planned capital expenditures relating to the boiler and the fire water emergency tank relating to the Company Business; (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company and keep available the services of the employees set forth on Schedule 7.01(b)(ii) (the “Key Employees”);; and (iii) provide notice to Purchaser as promptly as reasonably practical of any Proceedings affecting the Company or the Assets. (c) In connection with the continuing operation of the Company Business between the date of this Agreement and the Closing, Seller shall consult in good faith from time to time with the representatives for Purchaser in respect of material operational developments with respect to the Assets or the Company Business and the general status of the Argyll Road Carve-Out and the Retained Asset and Liability Transfer. (d) Seller shall keep, or cause to be kept, all insurance policies set forth in Schedule 5.11or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. (e) sell, lease or otherwise dispose of or agree Nothing in this Section 7.01 shall be deemed to sell, lease or otherwise dispose of, restrict in any of its assets that are material, individually or in event the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary ability of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract carry out its obligations under Section 7.13 or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by (ii) withdraw cash from the Company and its Subsidiaries in excess ofby dividend, $100,000distribution, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's loan repayment or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Scheduleother means.

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure LetterAgreement, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure LetterAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) except as set forth in Section 4.2 of the Company Disclosure Letter, purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of stock options issued pursuant to the Stock Options Plans and outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities;------- 4 (c) amend its charter or bylaws or the Rights Agreementbylaws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability Company, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than assets, in each case that are material, individually or in the ordinary course of business consistent with past practice)aggregate, to the Company and its Subsidiaries, taken as a whole; (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries Subsidiaries, taken as a whole, except for sales of inventory or other assets in the ordinary course of business; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposespractice, or or, except as set forth in Section 4.2 of the Company Disclosure Letter, make any loans, advances or capital contributions to, or investments in, any other person or entityperson, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingCompany; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, adopt or amend any existing, existing severance plan, severance agreement or severance arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan Company Benefit Plan (including without limitation, the Stock Option Plans), ) or enter into or amend employment or consulting agreement; agreement except, (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation increases associated with promotions and regular reviews in the ordinary course of business consistent with past practicepractices, (ii) agreements with consultants of the Company providing for payments by the Company of less than $20,000 to any individual consultant and less than $75,000 in the aggregate to all consultants, and (iii) after December 31, 1995, increases of not more than 10% to the base salary of executive officers of the Company; (i) waive, amend or allow to lapse any term or condition of any confidentiality or "standstill" agreement to which the Company is a party; (j) settle or compromise any suit, proceeding or claim or threatened suit, proceeding or claim for an amount that is more than $20,000 in the case of any individual suit, proceeding or claim or $100,000 for all suits, proceedings or claims; (k) agree knowingly violate or fail to the settlement of perform any material claim obligation or litigationduty imposed upon it by any applicable federal, state or local law, rule, regulation, guideline or ordinance; (l) make change its credit policies, procedures or rescind practices, or commit or renew a prior commitment to lend money, purchase assets, issue a letter of credit, guarantee or similar instrument or otherwise extend credit to any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change person in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations a manner not in the ordinary course of business and consistent or in a manner inconsistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentspractice; (pi) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract, (ii) waive, release, relinquish or assign any contract (including any insurance policy) or other right or claim, (iii) prepay any indebtedness or (iv) cancel or forgive any indebtedness owed to which it is it, other than in each case in a party or waive any of its material rights or claims except manner in the ordinary course of business consistent with past practicepractice and which is not material to the business of the Company and its Subsidiaries; (n) make any Tax election or change any method of accounting for Tax purposes, in each case except to the extent required by law, or settle or compromise any Tax liability; (o) change any of the accounting principles or practices used by it except as required by the SEC or the Financial Accounting Standards Board; (p) (i) enter into any research and development contract, (ii) enter into any production contract or "tolling agreement," or (iii) grant any license relating to its Intellectual Property, except as required by existing agreements of the Company, copies of which have been provided to Parent; or (rq) agreeauthorize, in writing recommend, announce, propose or otherwise, agree to take any of the foregoing actions. During the period from the date of this Agreement through the Effective Time, provided(i) as reasonably requested by Parent, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making shall confer on a regular basis with one or more representatives of Parent with respect to material operational matters; (ii) the Company shall, within 25 days following each fiscal month, deliver to Parent financial statements, including an income statement and balance sheet for such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 month; and (iii) upon the knowledge of the Company Disclosure Scheduleof any Material Adverse Change (as hereinafter defined) in the Company, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein, the Company shall promptly notify Parent thereof.

Covenants Relating to Conduct of Business. Section 5.1 6.1. Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through until the earlier of the Effective TimeTime or such time as Parent's and Sub's designees shall constitute a majority of the Board of Directors of the Company, the Company shall, and shall cause each of its Subsidiaries to, in all material respects respects, except as contemplated by this Agreement, carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course as currently conducted and, to the extent consistent therewith, use its reasonable best efforts with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with themthem to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure LetterAgreement, during such period, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld or delayed): (a) amend or propose to amend its Articles of Incorporation or By-laws (xor comparable governing instruments) declare, set aside or pay any dividends on, change the number of directors constituting the entire Board of Directors of the Company or make any other actual, constructive or deemed distributions in respect of, any of its capital stockSubsidiaries; (b) authorize for issuance, issue, deliver, grant, sell, pledge, or otherwise make dispose of or propose to issue, deliver, grant, sell, pledge or otherwise dispose of any payments shares of, or any options, warrants, commitments, subscriptions or rights of any kind to stockholders of acquire or sell any shares of, the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on stock appreciation rights, phantom stock, any securities convertible into or exchangeable for shares of stock of any class of the Company's Company or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in the foregoing shall not prohibit the issuance of Shares upon the exercise of Company Options granted prior to the date of this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.Agreement;

Covenants Relating to Conduct of Business. (a) Except for matters set forth in Section 5.1 Conduct 5.01 of Business the Company Disclosure Schedule or otherwise expressly permitted or required by the Company Pending the Merger. Except as otherwise expressly contemplated by terms of this Agreement or except as described in the Company Disclosure Letterrequired by Applicable Law, during the period from the date of this Agreement through to the Effective TimeClosing, the Company shall, shall conduct its business in the Ordinary Course of Business and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve keep intact their current business organizationsits business, keep available the services of their its current officers and officers, employees and agents and maintain its relations and good will, preserve their its relationships with customers, suppliers suppliers, licensors, licensees, distributors landlords, creditors, employees (other than employees that are approached by Purchaser regarding entering into employment agreements with Purchaser in connection with the Acquisition), agents and others having business dealings relationships with themit; provided, however, that Principal Seller shall not be obligated to, directly or indirectly, provide any funds to the Company. Without The Company shall not take any action that would result in any of the conditions to the purchase and sale of the shares of Common Stock and Preferred Stock set forth in Article VI not being satisfied. In addition (and without limiting the generality of the foregoing, and), except as set forth in Section 5.01 of the Company Disclosure Schedule or otherwise expressly contemplated permitted or required by the terms of this Agreement or except as described in the Company Disclosure Letterrequired by Applicable Law, the Company shall not, and shall not permit do any of its Subsidiaries to, the following without the prior written consent of Parent:Purchaser (which consent may not be unreasonably withheld): (ai) amend its certificate of incorporation or by-laws; (xii) declare, set aside declare or pay any dividends on, dividend or make any other actual, constructive distribution to its stockholders whether or deemed distributions not upon or in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock; (iii) issue any capital stock or any option, any other voting securities warrant or equity equivalent right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) adopt or exercisable for, amend any Company Benefit Plan (or any rightsplan that would be a Company Benefit Plan if adopted) or enter into, warrants adopt, extend (beyond the Closing Date), renew or options to acquireamend any collective bargaining agreement or other Contract with any labor organization, any such shares, voting securities union or convertible securities or equity equivalent association; (other than, in v) except for the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as matters set forth in Section 4.25.01 of the Company Disclosure Schedule, establish or adopt any employee benefit plan or make any profit-sharing or similar payment to any of its directors, officers, employees or independent contractors; (vi) pay any bonus, increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors, except for any items not in excess of $25,000 individually or $100,000 in the aggregate; (vii) incur or assume any Liabilities, obligations or Indebtedness for borrowed money or guarantee any such Liabilities, obligations or Indebtedness, other than in the Ordinary Course of Business; (viii) permit, allow or suffer any of its assets to become subjected to any Lien (other than Permitted Liens) of any nature whatsoever that is not set forth on Section 3.06 of the Company Disclosure Schedule and would have been required to be set forth in Section 3.06 or 3.07 of the Company Disclosure Schedule if existing on the date of this Agreement in accordance with their current terms Agreement; (ix) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or contract with respect to the sale arrangement with, Sellers or issuance of any of its securitiestheir affiliates, except for the matters set forth in Section 5.01 of the Company Disclosure Schedule; (cx) amend its charter make any change in any method of accounting or bylaws accounting practice or the Rights Agreementpolicy other than those required by GAAP; (dxi) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity inof, 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 (other than in the ordinary course of business consistent with past practice)inventory) that are material; (exii) make or incur capital expenditures that are not currently budgeted and that, in the aggregate, are in excess of $50,000; (xiii) sell, lease lease, license or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a wholeCompany, except inventory sold in the Ordinary Course of Business; (fxiv) incur enter into any indebtedness for borrowed money lease of real property; (xv) terminate any insurance policy in effect as of the date hereof or guarantee allow any such indebtedness material insurance policy to be terminated, in either case without using reasonable efforts to obtain a replacement insurance policy on comparable terms to the Company; (xvi) form any subsidiary or issue acquire the equity of any Person; (xvii) commence or sell settle any debt securities Proceeding; (xviii) enter into any Contract, transaction or guarantee take any debt securities other action outside the Ordinary Course of others, except for borrowings Business; (xix) enter into any transaction or guarantees incurred take any other action that the Company knows will cause or constitute a breach of any representation or warranty made by the Company or Sellers in this Agreement; (xx) discontinue the payment of its accounts payable that are payable in the ordinary course Ordinary Course of business consistent with past practice for working capital purposesBusiness or deviate from or alter any of its practices, policies or procedures in paying accounts payable other than in the Ordinary Course of Business; (xxi) make any loansmaterial modification to any material Contract or Permit; and (xxii) make or change any election, advances change an annual accounting period, adopt or capital contributions tochange any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or investments inassessment relating to the Company, surrender any other person right to claim a refund of Taxes, consent to any extension or entity, other than waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or take other similar action relating to the filing of any wholly owned Subsidiary Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would or could be reasonably expected to increase any Tax liability of the Company and other than by an amount in excess of $25,000 for any period ending after the ordinary course of business consistent with past practice;Closing Date; and (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (rxxiii) agree, commit or offer (in writing or otherwise, ) to take any of the foregoing actions, provided, however, that nothing actions described in clauses "(i)" through "(xxii)" of this Section 5.1 shall be deemed as prohibiting 5.01. (b) In addition (and without limiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan generality of the foregoing), except as set forth in Schedule 4.19 Section 5.01 of the Company Disclosure Schedule.Schedule or otherwise expressly permitted or required by the terms of this Agreement or except as required by Applicable Law, the Company shall: (i) promptly (but in any event, no later than three business days after the applicable matter or event) advise Purchaser in writing of the occurrence of any matter or event that (A) constitutes or would reasonably be expected to constitute a Company Material Adverse Effect, (B) resulted or would reasonably be expected to result in a material breach of any of representations and warranties set forth in Article II or Article III of this Agreement or (C) would reasonably be expected to (i) constitute a Seller Material Adverse Effect with respect to any Seller or (ii) adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement; (ii) confer with Purchaser concerning operational matters of a material nature and otherwise report periodically to Purchaser concerning the status of the business, operations, and finances of the Company; (iii) use reasonable best efforts to maintain in full force and effect all material Intellectual Property of the Company; (iv) comply with all Applicable Laws in the operation of the Company's business; (v) cooperate with the Purchaser and use its reasonable best efforts to cause the conditions to the Purchaser's obligations to close specified in Article VI below to be satisfied and execute and deliver such further instruments of conveyance and transfer and take such additional action as the Purchaser may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement; and (vi) upon reasonable request, use reasonable best efforts to arrange meetings with such customers, suppliers, licensors, licensees, distributors, landlords, creditors, employees, agents and others having business relationships with it as the Purchaser shall reasonably designate in order that the Purchaser and the Company may confer with such Persons regarding the Company and the nature of the transactions contemplated by this Agreement

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 4.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company its shareholders in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect and (B) the issuance of shares of Company Common Stock pursuant to the sale or issuance of any of its securitiesStock Option Agreement; (ciii) amend its charter or bylaws by-laws or amend the Company Rights Agreement, except that the Company shall cause the Rights Agreement;Agent to execute and deliver the amendment to the Company Rights Agreement in the form of Exhibit C hereto; --------- (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entityassets, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practices and, in the case of indebtedness and guarantees, in an amount not to exceed $10 million (provided that Parent shall not unreasonably withhold its consent to increases of not more than $30 million) in the aggregate and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of the Company or any Subsidiary Subsidiary; (viii) except as provided in Section 4.1(viii) of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or Letter, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Company Plan or enter into or amend employment or consulting agreement; (iix) enter into any contract or commitment with respect to capital expenditures with a value except as provided in excess of, or requiring expenditures by Section 4.1(ix) of the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this AgreementLetter, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practicepractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (kx) agree knowingly violate or knowingly fail to the settlement of perform any obligation or duty imposed upon it or any Subsidiary by any applicable material claim federal, state or litigationlocal law, rule, regulation, guideline or ordinance; (lxi) make any change to accounting policies or rescind procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any material Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) make any tax election or settle or compromise any material federal, state, local or foreign income tax liability; (mxiv) except as required by applicable law commence any litigation or GAAP, make proceedings or settle or compromise any material change in its method of accountingclaims or litigation; (nxv) enter into or amend any agreement or contract with any customer or supplier (i) having a term in excess of 12 months and which is not terminable by the Company or a Subsidiary without penalty or premium by notice of 30 days or less or (ii) which involves or is expected to involve payments of $10 million or more during the term thereof (provided that in the case of agreements or contracts with any customer, the margins anticipated from any such agreement or contract shall be consistent in all material respects with historical margins); enter into or amend any other agreement or contract material to the Company and its Subsidiaries, taken as a whole; or purchase any real property, except as required under set forth in Section 4.1(xv) of the Stock Option Plans and as otherwise provided Company Letter, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in this Agreement, accelerate the payment, right to payment or vesting aggregate are in excess of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits$7 million; (oxvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated most recent financial statements (or the notes thereto) contained of the Company included in the Company SEC Documents; (p) enter into any agreement, understanding Documents or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except incurred in the ordinary course of business consistent with past practice; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business (a) Except as required by applicable Law (including any Covid-19 Measures) or as otherwise contemplated by the Company Pending terms of this Agreement, or to the Merger. Except extent related to the Retained Businesses, and except as Purchaser may otherwise expressly contemplated by this Agreement consent to (such consent not to be unreasonably withheld, conditioned or as described in the Company Disclosure Letterdelayed), during the period from the date of this Agreement through up until the Effective TimeClosing or earlier termination of this Agreement, the Company shall, and Seller shall cause its Subsidiaries to, each Seller Entity and each Purchased Entity to conduct the Business in all material respects carry on their respective businesses inin the ordinary course; provided, and not enter into however, that no action by Seller or its Subsidiaries with respect to matters specifically addressed by any material transaction other than provision of this Section 5.2 shall be deemed a breach of this Section 5.2(a) unless such action would constitute a breach of such other provision. (b) Except as set forth in accordance withSection 5.2 of the Seller Disclosure Schedules, as required by applicable Law (including any Covid-19 Measures) or as otherwise contemplated by the regular and ordinary course andterms of this Agreement, or to the extent consistent therewithrelated to the Retained Businesses, use its reasonable best efforts from the date of this Agreement up until the Closing or earlier termination of this Agreement, Seller shall cause each Purchased Entity not to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality do any of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, following without the prior written consent of Parent:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (ai) effect any amendment to, or change, the organizational documents or bylaws of any Purchased Entity; (ii) (xA) split, combine or reclassify the outstanding equity interests of any of the Purchased Entities or (B) declare, set aside or pay any dividends oncash dividend or distribution, non-cash dividend or make non-cash distribution to any other actualPerson; (iii) issue, constructive sell, pledge or deemed distributions in respect oftransfer or propose to issue, sell, pledge or transfer any equity interests of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's SubsidiariesPurchased Entities, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into into, or exchangeable or exercisable for, or options with respect to, or warrants to purchase, or rights to subscribe for, equity interests of any rightsof the Purchased Entities, warrants in each case other than the granting of Permitted Liens; (iv) incur, create or options assume (A) any indebtedness for borrowed money in excess of €500,000 in the aggregate, other than that will be settled at or prior to acquireClosing, or (B) any Lien, other than Permitted Liens, with respect to any material asset of the Business; (v) acquire any assets or dispose of any assets of the Business (other than Intellectual Property Rights, which are addressed in Section 5.2(b)(vi), and real property assets, which are addressed in Section 5.2(b)(xiv)), in each case, outside of the ordinary course of business, for consideration in excess of €200,000 in one single transaction or €500,000 in the aggregate; (vi) assign, license exclusively, abandon or otherwise dispose of, or fail to maintain applications for any Business Registered IP or Permits, in each case, owned by the Purchased Entities and material to the Business, other than the abandonment of or decision not to maintain applications constituting Business Registered IP in the reasonable business judgment of an applicable Purchased Entity; (vii) (A) amend any material term of, or waive any material right under, or voluntarily terminate (other than upon expiration in accordance with its terms), any such sharesMaterial Contract, voting securities or convertible securities or equity equivalent (B) enter into any Contract that, if in effect on the date hereof, would be a Material Contract of the type set forth in clauses (a)(iv), (a)(v), (a)(viii)(A) and (a)(ix) of Section 12 of the Seller’s Representations and Warranties, other than, in the each case of the Companyclauses (A) and (B), the issuance of Shares during the period from the date (x) as expressly permitted by another provision of this Agreement through Section 5.2(b) or (y) for the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms automatic renewal or enter into any agreement or contract with respect to the sale or issuance extension of any of Material Contract pursuant to its securitiesterms; (cviii) amend its charter make any material change in any method of financial accounting or bylaws financial accounting practice or policy applicable to the Rights AgreementPurchased Entities, other than such changes as are required by generally accepted accounting principles applicable in the jurisdiction of incorporation of the relevant Purchased Entity; (dix) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, or except as may be contemplated by any other mannerSeller Benefit Plan or Collective Bargaining Agreement, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)(A) amend the terms and conditions of employment or engagement or any benefits for any Business Employees, unless to the extent that such amendments and benefits (in aggregate) do not entail a cost increase in excess of four percent (4%) of the current annual aggregate personnel costs attributable to the Business Employees at the date of this Agreement; (B) employ or terminate any director, officer, manager or employee of a Purchased Entity who received an annual base salary exceeding €100,000, (C) carry out any collective lay-off of employees, or (D) adopt, enter into or materially amend any Purchased Entity Benefit Plan; (ex) sell, lease commit or otherwise dispose authorize any commitment to make any capital expenditures in excess of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or €200,000 in the aggregate, to the Company and its Subsidiaries taken as a whole; (fxi) incur merge or consolidate with any indebtedness for borrowed money other Person or guarantee any such indebtedness adopt a plan or issue agreement of complete or sell any debt securities partial liquidation, dissolution, restructuring, recapitalization, spin-off, demerger or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposesother reorganization, or make file any loansapplication for insolvency or liquidation, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practiceunless required by applicable Laws; (gxii) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; Purchased Entities (hincluding the Portuguese Branch), (A) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than make (except in the ordinary course of business), enter into change or amend revoke any employee benefit plan material Tax election, (including without limitationB) change any Tax accounting period, (C) change any material method of Tax accounting, or (D) file any Tax Return amending any Tax Returns previously filed, or (E) settle any claim or assessment in a Tax Proceeding, in each case, if such action would result in an increase in the Stock Option Plans)Tax liability of the Purchased Entities for a Post-Closing Tax Period in excess of €50,000 in aggregate; (xiii) settle or compromise any Proceeding, or enter into any consent decree or amend employment settlement agreement with any Governmental Entity, against the Business other than settlements or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits compromises of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction Proceeding (A) of any such claims, liabilities where the amount paid in settlement or obligations compromise does not exceed €100,000 individually or €500,000 in the ordinary course of business and consistent with past practice aggregate or (B) of claimswith respect to Tax matters, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentswhich shall be exclusively governed by Section 5.2(b)(xii); (pxiv) (A) enter into a lease agreement in relation to real estate property between a Purchased Entity as a lessor and a third party as a lessee or (B) acquire or dispose of any agreement, understanding or commitment that restrains, limits or impedes real property assets of the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiesBusiness; (qxv) materially modify(A) enter into a formalized loan, amend facility or terminate other intra-group financing (except as for any material contract to which it is a party Qualifying Intragroup Loan), or waive (B) carry out any cash and/or cash equivalent contribution or contribution of its material rights or claims except in the ordinary course receivables, including any waiver of business consistent with past practicereceivables; or (rxvi) agreeauthorize any of, or commit or agree to take, whether in writing or otherwise, to take or do any of of, the foregoing actions, provided, however, that nothing . (c) Nothing contained in this Section 5.1 Agreement shall be deemed as prohibiting construed to give to Purchaser, directly or indirectly, rights to control or direct the Company from making such expenditure as it deems reasonably necessary Business’s operations prior to the Closing. Prior to the Closing, Seller (and its Subsidiaries) shall exercise, consistent with the terms and conditions of this Agreement, complete its Y2K Readiness Plan as set forth in Schedule 4.19 control and supervision of the Company Disclosure Scheduleoperations of the Business.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xviii) of this Agreement or as described in the Company Disclosure LetterSection 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (yB) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, grant, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options or the Company Warrant outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect and (B) the issuance of shares of Company Common Stock pursuant to the sale or issuance Company Stock Purchase Plan in accordance with Section 6.5 of any of its securitiesthis Agreement; (ciii) amend its charter or bylaws by-laws or the Rights Agreementequivalent organizational documents; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease lease, pledge or otherwise dispose of or encumber, or agree to sell, lease lease, pledge or otherwise dispose ofof or encumber, any of its assets that are material, individually or with a fair market value in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities excess of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity$100,000, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) (A) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person or entity, other than in the ordinary course of business consistent with past practices and, in the case of indebtedness and guarantees, in an amount not to exceed $250,000, or (B) invest its cash or reinvest its maturing investments in investments other than certificates of deposit, direct obligations of the United States government, money market instruments and obligations of any corporation which at the time of purchase are rated AA or better by Standard & Poor's Corporation, Inc., in each case, having maturity of no more than 30 days; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of any Subsidiary of the Company or adopt form any plan with respect to any of the foregoingSubsidiary; (hviii) grant any severance or termination pay not currently required to be paid under existing severance plans or except as provided in Section 6.5, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Company Plan or enter into or amend employment or consulting agreementCompensation Agreement; (iix) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers officers, employees, consultants or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews other service providers (except for increases in the ordinary course of business consistent with past practice; (kpractice in salaries or wages of employees of the Company who are not officers of the Company) agree to or grant any severance or termination pay to, or enter into any employment or other agreement with, any director, officer, employee, consultant or other service provider of the settlement of any material claim Company, or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) establish, adopt, enter into, or, except as may be required by to comply with applicable law law, amend or GAAPtake action to enhance or accelerate any rights or benefits under, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreementlabor, accelerate the paymentcollective bargaining, right to payment or vesting of any bonus, severance, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, stock optionemployment, insurance termination, severance or other compensation plan, agreement, trust, fund, policy or benefitsarrangement for the benefit of any director, officer, employee, consultant or other service provider; (ox) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it by any applicable material federal, state, local or foreign law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by GAAP); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) settle or compromise any Tax liability; (xiv) settle or compromise any claims or litigation in excess of $50,000 or commence any litigation or proceedings; (xv) enter into or amend any agreement or contract (i) having a term in excess of 12 months and which is not terminable by the Company without penalty or premium by notice of 60 days or less or (ii) which involves or is expected to involve payments of $25,000 or more during the term thereof; enter into, amend or terminate any other agreement or contract material to the Company, taken as a whole; or purchase any real property, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in the aggregate are in excess of $50,000; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentsaccordance with their terms; (pxvii) enter into file any agreement, understanding or commitment that restrains, limits or impedes application for national coverage under Medicare of the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicespine products; or (rxviii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (provided that with respect to clauses (v), (vi), (viii), (ix), (xiii), (xiv) and (xv) below, such consent shall not be unreasonably withheld or delayed): (aA) (x) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company its shareholders in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect terms, (B) the issuance of shares of Company Common Stock contemplated by Section 1.2(d), (C) the issuance of shares of Company Common Stock upon exercise of the Xxxxxxxx Warrant, (D) the issuance of shares of Company Common Stock pursuant to the sale or issuance Stock Option Agreement and (E) as set forth in Section 5.1(ii) of any of its securitiesthe Company Letter; (ciii) amend its charter or bylaws or the Rights Agreementby-laws; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)thereof; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets assets, other than sales of inventory that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice and sales of assets having an aggregate fair market value of up to $100,000; (vi) incur any indebtedness for working capital purposesborrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person or entityperson, other than to the Company or any wholly owned Subsidiary of the Company and other than (A) in the ordinary course of business consistent with past practicepractices and, in the case of indebtedness and guarantees, in an amount not to exceed $500,000 and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its Subsidiaries or between any of such Subsidiaries, in each case in the ordinary course of business consistent with past practices; (gvii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of the Company or any Subsidiary Subsidiary; (viii) except as provided in Section 5.1(viii) of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or Letter and Section 6.5 hereof, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Company Plan or enter into or amend employment or consulting agreement; (iix) enter into any contract or commitment with respect to capital expenditures with a value except as provided in excess of, or requiring expenditures by Section 5.1(ix) of the Company Letter and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this AgreementSection 6.5 hereof, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practice; (kpractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) agree or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to the settlement of comply with applicable law, amend in any material claim respect or litigation; (l) make or rescind take action to enhance in any material tax election respect or settle accelerate any rights or compromise benefits under, any material tax liability; (m) except as required by applicable law or GAAPlabor, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreementcollective bargaining, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, stock optionemployment, insurance termination, severance or other compensation plan, agreement, trust, fund, policy or benefitsarrangement for the benefit of any director, officer or employee; (ox) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it or any Subsidiary by any applicable material federal, state or local law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) settle or compromise any federal, state, local or foreign income tax dispute in excess of $100,000 or make any tax election; (xiv) settle or compromise any claims or litigation in excess of $100,000 or commence any litigation or proceedings; (xv) enter into or amend any agreement or contract (i) having a remaining term in excess of 12 months or (ii) which involves or is expected to involve future payments of $500,000 or more during the term thereof; or purchase any real property, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in the aggregate are in excess of $500,000; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claimsobligations, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicepractice or in accordance with their terms; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 4.1. Conduct of Business by the of Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Lettercovenants and agrees that, during the period from the date of this Agreement through hereof to the Effective TimeTime and except as otherwise agreed to in writing by Purchaser or as expressly contemplated by this Agreement, the businesses of Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses shall be conducted only in, and Company and its Subsidiaries shall not enter into take any material transaction other than in accordance withaction except in, the regular and ordinary course andof business and in a manner consistent with past practice and in compliance with applicable laws; and Company and its Subsidiaries, to the extent consistent therewithexcept as expressly contemplated by this Agreement, shall each use its commercially reasonable best efforts to preserve substantially intact their current the business organizationsorganization of Company and its Subsidiaries, to keep available the services of their current officers and the present officers, employees and consultants of Company and its Subsidiaries and to preserve their the present relationships of Company and its Subsidiaries with such of the customers, suppliers and others having business dealings suppliers, licensors, licensees, or distributors with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement which Company or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries tohas significant business relations. By way of amplification and not limitation, without the prior written consent of ParentPurchaser (which shall not be unreasonably withheld or delayed) neither Company nor any of its Subsidiaries shall, between the date of this Agreement and the Effective Time, except as set forth in Section 4.1 of the Company Disclosure Schedule, directly or indirectly do, or propose or commit to do, any of the following: (a) (x) declare, set aside Amend its articles of incorporation or pay any dividends on, by-laws or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesequivalent organizational documents; (b) issueIssue, deliver, sell, pledge, dispose of or otherwise encumber encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including but not limited to stock appreciation rights or phantom stock), of Company or any of its Subsidiaries, except for (i) the issuance of securities issuable pursuant to options outstanding as of the date hereof under the Option Agreement or any Benefit Plans of Company (including the Company Employee Stock Purchase Plan ("Company ESPP")) and (ii) grants of equity or equity-based awards in accordance with Section 4.1(b) of the Company Disclosure Schedule. (c) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, any other voting securities than dividends payable by a directly or equity equivalent indirectly wholly-owned Subsidiary of Company to Company or any securities convertible into another directly or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case indirectly wholly-owned Subsidiary of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire Reclassify, combine, split, subdivide or agree to acquire by merging redeem, purchase or consolidating withotherwise acquire, directly or by purchasing assets of or equity in, or by any other mannerindirectly, any business of its capital stock, stock options or debt securities; (e) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, association partnership or other business organization or division thereof or line of business; (f) Modify its current investment policies or investment practices in any material respect except to accommodate changes in applicable law; (g) Transfer, lease, mortgage, or otherwise acquire dispose of or agree subject to acquire any assets Lien any of its assets, including capital stock of Subsidiaries, with a fair market value in excess of $10 million individually or $25 million in the aggregate (other than except (i) by incurring Permitted Liens; (ii) in the ordinary course of business consistent with past practice; and (iii) equipment and property no longer used in the operation of Company's or any Subsidiaries' business); (eI) sellRepay or retire any indebtedness for borrowed money or repurchase or redeem any debt securities, lease except (x) upon the maturity date of such indebtedness or as otherwise dispose required by the terms of such indebtedness or agree to sellsecurities or (y) as permitted by Section 5.16, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (fII) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or (III) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposesperson, or make any loans, advances or capital contributions to, or investments in, any other person in excess of $5 million individually or entity$10 million in the aggregate (it being understood that trade payables, other than ordinary course business funding mechanisms between Company and its customers and providers and guarantees of indebtedness by the Company and its Subsidiaries to the Company and its Subsidiaries shall not be considered indebtedness for purposes of this provision); (i) Enter into or amend any wholly owned Subsidiary Material Contract, any other contract or agreement (with "other contract or agreement" being defined for purposes of this subsection as a contract or agreement which involves Company incurring a liability in excess of $10 million individually or $25 million in the aggregate and which is not terminable by Company and without penalty upon one year or less notice (other than (x) contracts or amendments issued or entered into in the ordinary course of business consistent with customers or providers of Company or its Subsidiaries, (y) customer agreements that are not terminable within one year solely as a result of HIPAA or other statutory or regulatory requirements or (z) as required by law)) or, except for any agreement in the ordinary course of business and that is not inconsistent with Section 5.16, agreement with an affiliate of Company; (j) Except (A) to the extent required under this Agreement or as set forth on Section 4.1(j) of the Company Disclosure Schedule, (B) pursuant to applicable law or (C) pursuant to existing obligations under the Company Plans or collective bargaining agreements, increase the compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of officers and employees of Company or its Subsidiaries in the ordinary course of business in accordance with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adoptinto, or amend amend, any existingemployment, change-in-control or similar arrangement, consulting or severance plan, agreement or arrangement or(except, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures the sixteen Company executives with a value in excess ofexecutive continuity agreements, or requiring expenditures by the Company pursuant to separation agreements and its Subsidiaries in excess of, $100,000, individually, or enter severance agreements entered into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement with any present or former director, officer or other employee of Company or any material claim of its Subsidiaries, or litigation; (l) make establish, adopt, enter into or rescind amend or terminate any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAPcollective bargaining, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, stock optionemployment, insurance termination, welfare, severance or other compensation plan, agreement, trust, fund, policy or benefitsarrangement for the benefit of any directors, officers or employees; (ok) payExcept as may be required as a result of a change in law or in generally accepted accounting or actuarial principles, discharge make any material change to the accounting practices or satisfy any claims, liabilities principles or obligations (absolute, accrued, asserted reserving or unasserted, contingent underwriting practices or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentsprinciples used by it; (pl) enter into Knowingly take, or knowingly permit any agreementof its Subsidiaries to take, understanding any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (m) Settle or commitment compromise any pending or threatened suit, action or claim involving a payment by Company or its Subsidiaries in excess of $1,000,0000 or agree to any settlement or compromise in respect thereof, if such settlement or compromise would be reasonably likely to be (i) a settlement or compromise which is the first settlement or compromise effected by the Company or its Subsidiaries with regards to any particular type of conduct or complaint or (ii) a settlement or compromise which would be substantially different than prior settlements of the Company or its Subsidiaries with regards to any particular type of conduct or complaint, which in either the case of (i) or (ii) would create an adverse precedent for claims, actions or proceedings that restrainswould be material to Company and its Subsidiaries, limits taken as whole; (n) Adopt a plan of complete or impedes the Company's partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Company or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through and continuing until the Effective TimeClosing Date, the Shareholder and the Corporation each covenants and agrees that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall, shall otherwise consent in writing) it shall use such rights and powers as are reasonably available to it to procure that the Corporation shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parentrespects: (a) (x) declareconduct its business only in the ordinary course, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesconsistent with past practice; (b) issueuse its best efforts to (i) preserve the present business operations, deliverorganization (including, sellwithout limitation, pledge, dispose of or otherwise encumber any shares management and the sales force) and goodwill of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent business and (other than, in ii) preserve the case present relationship of the Company, Corporation with Persons having business dealings with the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesCorporation; (c) amend its charter or bylaws or the Rights Agreementcomply with all laws and with all contractual and other obligations applicable to it; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice)not change its organizational documents; (e) sellnot issue or contract to issue any stock, lease securities, options, or otherwise dispose of debt which is convertible to stock or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a wholesecurities; (f) incur not declare or agree to declare or otherwise make any indebtedness for borrowed money dividend or guarantee other distribution or payment in respect of the Stock (other than the Operating Site); (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersits assets, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (gh) alter through mergernot acquire any material properties or assets and not sell, liquidationassign, reorganizationtransfer, restructuring convey, lease or in any other fashion the corporate structure or ownership otherwise dispose of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; its material properties (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option PlansOperating Site), or enter into or amend employment or consulting agreement; (i) enter into any contract maintain its present insurance or commitment with respect equivalent coverage on all of its assets and on all real and personal property leased to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregateit; (j) except promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets (i.e., a ten percent or greater decrease in overall value of the Corporation), and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of transactions contemplated by this Agreement, increase which in either case is material to the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practicebusiness; (k) not agree to anything prohibited by this Agreement or anything which would make any of the settlement representations and warranties of the Shareholder or the Corporation in this Agreement untrue or incorrect in any material claim or litigation;respect. Provided that: (li) make or rescind any material tax election or settle or compromise any material tax liability;the Corporation will be entitled to pay monthly dividends of up to an aggregate amount of (pounds)20,000 per month to the shareholders of the Corporation; and (mii) except the Corporation may incur capital expenditures as required by applicable law or GAAPlong as the Company shall have been given prior notice, make any material change in its method of accounting; and the opportunity to consult with the Corporation's management, once such capital expenditures exceeds (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations pounds)100,000 in the ordinary course aggregate (with additional prior notice and opportunity to consult once such capital expenditures exceed (pounds)200,000, and (pounds)300,000); and the Corporation shall not make capital expenditures in excess of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes pounds)350,000 without the Company's prior written approval, which approval shall not be unreasonably withheld or any delayed; notwithstanding the provisions of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule5.

Covenants Relating to Conduct of Business. Except as set forth in Section 5.1 Conduct 5.01 of Business by the Company Pending the Merger. Except Seller Letter, as otherwise expressly contemplated or permitted by the terms of this Agreement or as described in with the Company Disclosure Letterprior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), during the period from the date of this Agreement through (and including) the Effective TimeClosing Date, the Company Seller shall, and shall cause its Subsidiaries subsidiaries to, conduct the Business in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to in substantially the extent consistent therewith, same manner as previously conducted and use its commercially reasonable best efforts to preserve keep intact their current business organizationsthe Business, keep available the services of their the Business’s current officers officers, employees, contractors and employees consultants, preserve the Business’s assets and properties and preserve their the Business’s relationships with customers, suppliers suppliers, licensors, licensees, distributors and others having business dealings with themwhom they deal. Without In addition (and without limiting the generality of the foregoing, and), except as set forth in Section 5.01 of the Seller Letter or otherwise expressly contemplated or permitted by the terms of this Agreement, from the date of this Agreement or as described in through (and including) the Company Disclosure LetterClosing Date, the Company Seller shall notnot permit, and shall cause its subsidiaries not permit to permit, the Business to do any of its Subsidiaries to, the following without the prior written consent of Parentthe Purchaser: (a) amend the organizational documents of any Transferred Entity; (xb) declare, set aside or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution to the holders of equity interests in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as suchTransferred Entity, other than (i) dividends or other distributions paid or payable to another Transferred Entity and (ii) dividends or other distributions made to withdraw cash and cash equivalents of the Company declared Transferred Entities; (c) redeem or otherwise acquire any equity interests in, or any other securities of, a Transferred Entity or issue (i) any equity interests in, or any other security of, a Transferred Entity, (ii) any option or warrant for, or any security convertible into, or exercisable or exchangeable for, any equity interests in, or any other security of, a Transferred Entity, (iii) “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings to which any Transferred Entity is a party or by which any of the Company's Subsidiariesthem is bound (A) obligating any Transferred Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional units of its equity interests or any security convertible into, or exercisable or exchangeable for, any equity interest in any Transferred Entity or any Transferred Entity Voting Debt, (yB) obligating any Transferred Entity to issue, grant, extend or enter into any such option, warrant, security, right, unit, commitment, Contract, arrangement or undertaking or (C) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the Transferred Equity Interests or (iv) any bond, debenture, note or other indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of equity interests in a Transferred Entity may vote; Table of Contents (d) split, combine or reclassify any of its capital stock the equity interests in any Transferred Entity, or issue or authorize the issuance of any other securities security in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire the equity interests in any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiesTransferred Entity; (be) issueloan, deliveradvance, sellinvest or make a capital contribution to or in any person, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent than (other than, i) advances in the case ordinary course of the Companybusiness or (ii) loans, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth advances, investments or capital contributions to or in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesa Transferred Equity; (cf) amend its charter (i) incur any indebtedness or bylaws assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets indebtedness of or equity in, or by any other mannerperson, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)or (ii) mortgage, pledge or create a security interest in any material assets of the Business, tangible or intangible; (eg) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur repay any indebtedness for borrowed money or guarantee guarantees of any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersindebtedness, except for borrowings or guarantees incurred other than (i) in the ordinary course of business consistent with past practice for working capital purposesor (ii) as contemplated by Section 5.12; (h) cancel any material indebtedness other than as contemplated by Section 5.12; (i) sell, transfer or make lease any loans, advances or capital contributions of its assets to, or investments inenter into any agreement or arrangement with, any other person or entity, other than to the Company Seller or any wholly owned Subsidiary of its affiliates, except for (A) transactions among the Company Business and other than (B) intercompany sales and purchases of goods and services (and payments for such sales and purchases) in the ordinary course of business consistent with past practice; (gj) alter through mergeracquire by merging or consolidating with, liquidationor by purchasing a substantial portion of the assets of, reorganizationor by purchasing all of or substantial equity interests in, restructuring or in any other fashion the corporate structure person or ownership of its business or acquire any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement ormaterial assets, other than (A) assets acquired in the ordinary course of businessbusiness consistent with past practice or (B) assets acquired in compliance with clause (k) of this Section 5.01; Table of Contents (k) incur any capital expenditure, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; other than (i) enter into any contract or commitment with respect to as contemplated by the Cap Ex Budget and (ii) capital expenditures with a value in excess ofmade to repair, replace or requiring expenditures by rebuild assets of the Company and its Subsidiaries in excess of, $100,000, individually, Business that are damaged or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on destroyed after the date of this Agreement; (l) sell, increase the compensation lease, license or fringe benefits otherwise dispose of any of its directorsassets or properties, officers other than assets sold, leased, licensed or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews otherwise disposed of in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge discharge, settle or satisfy any claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge discharge, settlement or satisfaction (Ai) of any such claims, liabilities or obligations in as required by the ordinary course terms of business and consistent with past practice any applicable Judgment or Law, (Bii) of claimsliabilities or obligations constituting indebtedness, (iii) of liabilities or obligations reflected or reserved against in, on the Balance Sheet or contemplated by, incurred since the consolidated financial statements (or date of the notes thereto) contained Balance Sheet in the Company SEC Documentsordinary course of business or (iv) of liabilities or obligations that, in the aggregate, do not exceed $500,000; (n) waive, discharge, settle, release, grant or transfer any claim, right, action or suit of material value; (o) commence any litigation, other than (i) litigation in connection with the collection of accounts receivable, (ii) litigation to enforce the terms of this Agreement or (iii) litigation as a result of suits, actions or other proceedings commenced against the Business; (p) enter into or renew (i) any Contract that has a term of more than one year and that is not terminable on not more than 60 days prior notice without the payment of any penalty, (ii) any Contract with a value (net of metal costs) in excess of $3,500,000, (iii) any Contract with respect to any joint venture, partnership or similar arrangement, (iv) any commodity agreement, understanding interest rate agreement or commitment that restrainscurrency agreement, limits other than commodity agreements entered into to hedge fluctuations in the price of raw materials purchased or impedes to be purchased to fill accepted customer orders or (v) any Contract that, following the Company's or any Closing, (A) materially restricts the ability of its Subsidiaries' ability the Business to compete with or conduct in any business or line of businesswith any person in any geographic area, including, but not limited to, geographic limitations on the Company's (B) provides for exclusivity or any similar requirement, (C) requires the Business to grant “most favored nation” pricing or terms or (D) restricts the ability of its Subsidiaries' activitiesthe Business to solicit or hire any person; (q) materially modifyenter into, amend in any material respect, terminate or renew any lease of real property; (r) amend, supplement, otherwise modify or terminate any material contract to which it is Lease(other than a party lease of real property), other than amendments, supplements or waive any of its material rights or claims except other modifications in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.business;

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than (1) dividends declared prior to the date of this Agreement, and (2) dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Common Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities;during (c) amend its charter or bylaws or the Rights Agreementbylaws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, 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 (other than assets, in each case that are material, individually or in the ordinary course of business consistent with past practice)aggregate, to the Company and its Subsidiaries taken as a whole; (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposespractice, or make any loans, advances or capital contributions to, or investments in, any other person or entityperson, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingCompany; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, adopt or amend any existing, existing severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Plan) or enter into or amend employment or consulting agreement; agreement except (ix) enter into any contract as permitted by Section 7.11 or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (jy) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation increases associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicepractices; or (ri) agreewaive, in writing amend or otherwise, allow to take lapse any term or condition of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting any confidentiality or "standstill" agreement to which the Company is a party. During the period from making such expenditure the date of this Agreement through the Effective Time, (i) as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of requested by Parent, the Company Disclosure Schedule.shall

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xviii) of this Agreement or as described in the Company Disclosure LetterSection 4.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company its shareholders in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect and (B) the issuance of shares of Company Common Stock pursuant to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Stock Option Agreement; (diii) amend the Company Charter or by-laws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entityassets, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practices and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of the Company or any Subsidiary Subsidiary; (viii) except as provided in Section 4.1(viii) of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or Letter, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any Company Plan, employment agreement (with an employee benefit plan (including without limitation, the Stock Option Plansat or above management level), or enter into or amend employment or any consulting agreementagreement out of the ordinary course; (iix) enter into any contract or commitment with respect to capital expenditures with a value except as provided in excess of, or requiring expenditures by Section 4.1(ix) of the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this AgreementLetter, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practicepractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (kx) agree knowingly violate or knowingly fail to the settlement of perform any obligation or duty imposed upon it or any Subsidiary by any applicable material claim federal, state or litigationlocal law, rule, regulation, guideline or ordinance; (lxi) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) make or rescind any material tax express or deemed election relating to Taxes, change any of its methods of reporting income or deductions for Tax purposes, or settle or compromise any material federal, state, local or foreign income tax liability; (mxiv) except as required by applicable law commence any litigation or GAAP, make proceedings or settle or compromise any material change in its method of accountingclaims or litigation; (nxv) except enter into, renew, terminate or amend any agreement or contract material to the Company and its Subsidiaries, taken as required under a whole, including any Significant Contract; or purchase any real property or make or agree to make any new capital expenditure or expenditures which in the Stock Option Plans and as otherwise provided aggregate are in this Agreement, accelerate the payment, right to payment or vesting excess of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits$5 million; (oxvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated most recent financial statements (or the notes thereto) contained of the Company included in the Company SEC Documents; (p) enter into any agreement, understanding Documents or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except incurred in the ordinary course of business consistent with past practice; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders of the Company in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent (securities, other than, in the case of the Company, than the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesterms; (ciii) amend its charter or bylaws or the Rights Agreementby-laws; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than or, except in the ordinary course of business consistent with past practice), otherwise acquire or agree to acquire any assets; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets that are materialassets, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practices and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly- owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingSubsidiary; (hviii) grant any severance except as provided in Section 6.5 or termination pay not currently as required to be paid under existing severance plans or by applicable law, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), Company Plan or enter into or amend employment or consulting agreement; (iix) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practice; (kpractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) agree or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to the settlement of comply with applicable law, amend in any material claim respect or litigation; (l) make or rescind take action to enhance in any material tax election respect or settle accelerate any rights or compromise benefits under, any material tax liability; (m) except as required by applicable law or GAAPlabor, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreementcollective bargaining, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, stock optionemployment, insurance termination, severance or other compensation plan, agreement, trust, fund, policy or benefitsarrangement for the benefit of any director, officer or employee; (ox) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it or any Subsidiary by any applicable material federal, state or local law, rule, regulation, guideline or ordinance; (xi) make any change to accounting policies or procedures (other than actions required to be taken by GAAP); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) settle or compromise any Tax liability in excess of $10,000; (xiv) settle or compromise any claims or litigation in excess of $10,000 or commence any litigation or proceedings; (xv) enter into or amend any agreement or contract (i) having a term in excess of 12 months and which is not terminable by the Company or a Subsidiary without penalty or premium by notice of 60 days or less or (ii) which involves or is expected to involve payments of $50,000 or more during the term thereof; enter into or amend any other agreement or contract material to the Company and its Subsidiaries, taken as a whole; or purchase any real property, or make or agree to make any new capital expenditure or expenditures (other than the purchase of real property) which in the aggregate are in excess of $50,000; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentsaccordance with their terms; (pxvii) adopt a shareholders' rights plan or enter into a shareholders' rights agreement or adopt or enter into any agreement, understanding other plan or commitment that restrains, limits or impedes the Company's agreement implementing a "poison pill" or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiessimilar device; (qxviii) materially modifyreprice, amend either directly or terminate indirectly, any material contract Company Stock Option or other right to which it is a party or waive any purchase shares of its material rights or claims except in the ordinary course of business consistent with past practiceCompany Common Stock; or (rxix) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by of Holding Company and Bank Subsidiary Pending Merger. (a) Conduct its business and the business of the Holding Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular ordinary and ordinary usual course and, consistent with past practice or fail to the extent consistent therewith, use its reasonable best efforts to maintain and preserve intact their current (i) business organizations, keep available the services of their current officers material assets and employees and preserve their (ii) relationships with material customers, suppliers suppliers, employees and others having business dealings associates. (b) Take any action that would adversely affect or delay the ability of Buyer, Holding Company or Bank Subsidiary (i) to obtain any necessary approvals, consents or waivers of any Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend, repeal or modify its Organizational Documents. (d) Other than pursuant to stock options outstanding as of the date hereof under the Holding Company Stock Plans as disclosed in Section 3.3(d) of Holding Company’s Disclosure Schedule, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock, or any Rights with them. Without limiting the generality of respect thereto, (ii) enter into any agreement with respect to the foregoing, andor (iii) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock, stock appreciation rights or similar or other stock-based rights. (e) Enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreements or arrangements with any director, officer or employee of Holding Company or a Holding Company Subsidiary, or grant any salary or wage increase or increase any employee benefit (including by making incentive or bonus payments), except as otherwise expressly contemplated by this Agreement or as described for normal individual merit increases in compensation to employees in the Company Disclosure Letterordinary course of business consistent with past practice that do not to exceed $500,000 in the aggregate or five percent (5%) on an individual basis, provided that no incentive or bonus payment will be paid or agreed to be paid without prior consultation with and approval from Buyer, except for (i) incentive based compensation to employees engaged in selling mortgage and investment products and services in the Company shall notordinary course of business, and shall not permit any (ii) the bonuses for 2015 performance and retention payments listed on Schedule 4.1(e) of its Subsidiaries to, without the prior written consent of Parent:Holding Company’s Disclosure Schedule. (af) (x) declareEnter into, set aside or pay any dividends onestablish, adopt, amend, terminate or make any contributions to (except (i) as may be required by applicable law, (ii) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 4.1(f) of Holding Company’s Disclosure Schedule or (iii) to comply with the requirements of this Agreement), any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other actualemployee benefit, constructive incentive, welfare contract, plan or deemed distributions arrangement, or any trust agreement related thereto, in respect of any directors, officers or employees, including without limitation taking any action that accelerates, or the lapsing of restrictions with respect to, the vesting or exercise of any benefits payable thereunder. (g) Hire any person as an employee of Holding Company or a Holding Company Subsidiary or promote any employee, except (i) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 4.1(g) of Holding Company’s Disclosure Schedule and (ii) persons whose employment is terminable at the will of Holding Company and who are not subject to or eligible for any severance or similar benefits or payments that would become payable as a result of the Merger or the consummation thereof. (h) Except for payment of quarterly cash dividends, not to exceed $0.09 per share, on the Holding Company Common Stock at times consistent with current Holding Company practice (provided that ex-dividend dates shall be coordinated with Buyer ex-dividend dates so that holders of Holding Company Common Stock shall receive one (and only one) quarterly dividend per quarter), make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as suchdirectly or indirectly adjust, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect ofcombine, in lieu of or in substitution for shares of its capital stock or (z) purchaseredeem, redeem reclassify, purchase or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rightsacquire, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock. (i) Make any capital expenditures, other than capital expenditures in the ordinary course of business consistent with past practice, in amounts not exceeding $25,000 individually or $100,000 in the aggregate. (j) Implement or adopt any change in its tax or financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable law. (k) Notwithstanding anything herein to the contrary, (i) knowingly take, or knowingly omit to take, any other voting securities action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or equity equivalent (ii) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 6 not being satisfied on a timely basis, except as may be required by applicable law. (l) Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any portion of its assets, deposits, business or properties except for (i) OREO properties sold in the ordinary course of business consistent with past practice and (ii) transactions in the ordinary course of business consistent with past practice in amounts that do not exceed $25,000 individually or $50,000 in the aggregate. (m) Acquire all or any securities convertible into portion of the assets, business, securities, deposits or exchangeable properties of any other person, including without limitation, by merger or exercisable forconsolidation or by investment in a partnership or joint venture except for (i) such acquisitions by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith and in amounts that do not exceed $500,000 individually or $1,000,000 in the aggregate; and (ii) such acquisitions in the ordinary course of business consistent with past practice in amounts that do not exceed $25,000 individually or $50,000 in the aggregate. (n) Except as otherwise permitted under this Section 4.1, enter into, amend, modify, cancel, fail to renew or terminate any Holding Company Contract or any rightsagreement, warrants contract, lease, license, arrangement, commitment or options understanding (whether written or oral) that would constitute a Holding Company Contract if entered into prior to acquirethe date hereof. (o) Enter into any settlements or similar agreements with respect to any actions, any such sharessuits, voting securities proceedings, orders or convertible securities investigations to which Holding Company or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from a Holding Company Subsidiary is or becomes a party after the date of this Agreement through Agreement, which settlements, agreements or actions involve payment by Holding Company and the Effective Time upon the exercise Holding Company Subsidiaries collectively of Stock Options outstanding (as set forth in Section 4.2) an aggregate amount that exceeds $50,000 and/or would impose any material restriction on the date business of this Agreement Holding Company or create precedent for claims that are reasonably likely to be material to Holding Company. (p) Enter into any new material line of business; introduce any material new products or services; make any material change to deposit products or deposit gathering or retention policies or strategies; change its material lending, investment, underwriting, pricing, servicing, risk and asset liability management and other material banking, operating or board policies or otherwise fail to follow such policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority, or the manner in accordance with their current terms which its investment securities or loan portfolio is classified or reported; or invest in any mortgage-backed or mortgage-related security that would be considered “high risk” under applicable regulatory guidance; or file any application or enter into any agreement or contract with respect to the sale opening, relocation or issuance closing of, or open, relocate or close, any branch, office, service center or other facility. (q) Introduce any material marketing campaigns or any material new sales compensation or incentive programs or arrangements (except those the material terms of which have been fully disclosed in writing to, and approved by, Buyer prior to the date hereof). (r) (i) Make, renew, restructure or otherwise modify any Loan other than Loans made or acquired in the ordinary course of business consistent with past practice and that have (y) in the case of unsecured Loans made to any borrower that are originated in compliance with Holding Company’s and Bank Subsidiary’s internal loan policies without exceptions, a principal balance not in excess of $1,000,000 in total, which is understood to include any current outstanding principal balance to any such borrower, or (z) in the case of new secured Loans made to any borrower that are originated in compliance with Holding Company’s and Bank Subsidiary’s internal loan policies without exceptions, a principal balance not in excess of $5,000,000 in total; (ii) except in the ordinary course of business, take any action that would result in any discretionary release of collateral or guarantees or otherwise restructure the respective amounts set forth in clause (i) above; or (iii) enter into any Loan securitization or create any special purpose funding entity. In the event that Buyer’s prior written consent is required pursuant to clause (i) above, Buyer shall use its reasonable best efforts to provide such consent within one (1) business day of any of its securities;request by Holding Company. (cs) amend its charter Incur any indebtedness for borrowed money, or bylaws assume, guarantee, endorse or otherwise as an accommodation become responsible for the Rights Agreement;obligations of any other person, other than with respect to the collection of checks and other negotiable instruments in the ordinary course of business consistent with past practice. (dt) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 Acquire (other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) any debt security or equity investment other than federal funds or U.S. Government securities or U.S. Government agency securities, in each case with a term of three (3) years or less, or dispose of any debt security or equity investment. (u) Enter into or settle any Derivative Contract other than contracts used to hedge mortgage rate risk in the ordinary course of business as currently conducted. (v) Other than as a Loan, make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice);. (ew) sell, lease Make or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of change any material claim or litigation; (l) make or rescind any material tax election or Tax election, settle or compromise any material tax liability; (m) except as required by applicable law Tax liability of Holding Company, agree to an extension or GAAPwaiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of Holding Company, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreementclosing agreement with respect to any material amount of Taxes or surrender any right to claim a material Tax refund, understanding adopt or commitment that restrains, limits change any method of accounting with respect to Taxes or impedes the Company's or file any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities;amended Tax Return. (qx) materially modifyTake any other action that would make any representation or warranty in Section 3.3 hereof untrue, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except taking into account the standard set forth in the ordinary course of business consistent with past practice; orSection 3.2. (ry) agree, in writing or otherwise, Agree to take any of the foregoing actions, provided, however, that nothing in actions prohibited by this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule4.1.

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as otherwise expressly contemplated permitted by clauses (i) through (xviii) of this Agreement or as described in the Company Disclosure LetterSection 4.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) other than dividends paid by wholly-owned Subsidiaries, declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company its shareholders in their capacity as such, (B) other than dividends payable to in the Company declared by case of any of the Company's SubsidiariesSubsidiary, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Stock Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect and (B) the issuance of shares of Company Common Stock pursuant to the sale or issuance of any of its securities; (c) amend its charter or bylaws or the Rights Stock Option Agreement; (diii) amend the Company Charter or by-laws; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entityassets, other than to the Company or any wholly owned Subsidiary sales of the Company and other than inventory that are in the ordinary course of business consistent with past practice; (gvi) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practices and (B) indebtedness, loans, advances, capital contributions and investments between the Company and any of its wholly-owned Subsidiaries or between any of such wholly- owned Subsidiaries, in each case in the ordinary course of business consistent with past practices; (vii) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of the Company or any Subsidiary Subsidiary; (viii) except as provided in Section 4.1(viii) of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or Letter, enter into or adoptadopt any, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, or enter into or amend any Company Plan, employment agreement (with an employee benefit plan (including without limitation, the Stock Option Plansat or above management level), or enter into or amend employment or any consulting agreementagreement out of the ordinary course; (iix) enter into any contract or commitment with respect to capital expenditures with a value except as provided in excess of, or requiring expenditures by Section 4.1(ix) of the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this AgreementLetter, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews (except for increases in the ordinary course of business consistent with past practicepractice in salaries or wages of employees of the Company or any of its Subsidiaries who are not officers of the Company or any of its Subsidiaries) or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director or officer of the Company or any of its Subsidiaries, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (kx) agree knowingly violate or knowingly fail to the settlement of perform any obligation or duty imposed upon it or any Subsidiary by any applicable material claim federal, state or litigationlocal law, rule, regulation, guideline or ordinance; (lxi) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (xii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiii) make or rescind any material tax express or deemed election relating to Taxes, change any of its methods of reporting income or deductions for Tax purposes, or settle or compromise any material federal, state, local or foreign income tax liability; (mxiv) except as required by applicable law commence any litigation or GAAP, make proceedings or settle or compromise any material change in its method of accountingclaims or litigation; (nxv) except enter into, renew, terminate or amend any agreement or contract material to the Company and its Subsidiaries, taken as required under a whole, including any Significant Contract; or purchase any real property or make or agree to make any new capital expenditure or expenditures which in the Stock Option Plans and as otherwise provided aggregate are in this Agreement, accelerate the payment, right to payment or vesting excess of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits$5 million; (oxvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated most recent financial statements (or the notes thereto) contained of the Company included in the Company SEC Documents; (p) enter into any agreement, understanding Documents or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except incurred in the ordinary course of business consistent with past practice; or (rxvii) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement permitted herein or as described set forth in Section 5.1 of the Company Disclosure LetterSchedule, during the period from the date of this Agreement Execution Date through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than the Business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in Section 5.1 of the Company Disclosure LetterSchedule (with specific reference to the applicable subsection below), the Company shall not, and nor shall not it permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (xi) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company its shareholders in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (yii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (ziii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into for or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent (securities, other than, in the case of the Company, than the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to as of the sale or issuance of any of its securitiesdate hereof; (c) create any subsidiary or amend its charter the Company Charter or bylaws Company Bylaws or the Rights amend or terminate any Employment Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of of, or agree to sell, lease or otherwise dispose of, any of its assets other than sales of inventory that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (f) (i) incur any indebtedness for borrowed money or make any loans, advances or capital contributions to, or other investments in, any other Person, other than in the ordinary course of business consistent with past practices or (ii) post any bond or enter into any letter of credit or other similar arrangement; (g) provide any guarantee, including any performance guarantee or any guarantee of indebtedness for borrowed money, other than in the ordinary course of business; (h) alter (through merger, liquidation, reorganization, restructuring or in any other fashion fashion) the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoingCompany; (hi) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adoptadopt any, amend or amend terminate any existing, severance plan, agreement or arrangement oror enter into or amend any Company Plan or employment, retention or consulting agreement or other similar agreement or arrangement, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation payable or fringe benefits of any of to become payable to its directors, officers or employees provided that(except for increases in the ordinary course of business consistent with past practice) or grant any severance or termination pay to, any director or officer of the Company, or establish, adopt, enter into, or, except as may be required to comply with applicable law, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any labor, collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance, retention or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (k) knowingly violate or knowingly fail to perform any obligation or duty imposed upon it by any applicable federal, state, local or foreign law, rule, regulation, guideline or ordinance, or under any order, settlement agreement or judgment; (l) make any change to accounting policies or procedures (other than actions required to be taken by generally accepted accounting principles); (m) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (it being understood and agreed that Parent shall be permitted to review and comment upon any Tax Return for a period of at least ten business days prior to its filing); (n) make or rescind any express or deemed tax election related to Taxes or change any of its methods of reporting income or deductions for Tax purposes; (o) commence any litigation or proceeding with respect to employees that are not executive officers any material Tax liability or directorssettle or compromise any material Tax liability or commence any other litigation or proceedings or settle or compromise any other material claims or litigation; (p) enter into, amend or terminate any agreement or contract with any customer, supplier, sales representative, agent or distributor other than in the Company may increase compensation associated with promotions and regular reviews ordinary course of business; or purchase any real property; or make or agree to make any new capital expenditure or expenditures except in the ordinary course of business consistent with past practice; (kq) agree except in the ordinary course of business consistent with past practice, enter into or amend any agreement or contract with any other Person pursuant to which the settlement Company is the licensor or licensee of any material claim or litigationIntellectual Property; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (or) pay, discharge or satisfy any claims, liabilities or obligations (whether or not absolute, accrued, asserted or unassertedasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicepractice or in accordance with their terms, of liabilities adequately reflected or reserved against in, the most recent financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice that would not otherwise have a Material Adverse Effect on the Company; or (rs) agreeauthorize, in writing recommend, propose or otherwise, announce an intention to take do any of the foregoing actionsforegoing, providedor enter into any contract, howeveragreement, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary commitment or arrangement to complete its Y2K Readiness Plan as set forth in Schedule 4.19 do any of the Company Disclosure Scheduleforegoing.

Covenants Relating to Conduct of Business. Section 5.1 Pending the Closing 6.1 Conduct of the Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during Closing. (a) During the period from the date of this Agreement through and continuing until the Effective TimeClosing, each of the Stockholder and the Company agrees, that neither the Stockholder nor the Company shall, and shall cause its the Company Subsidiaries not to, engage in all material respects carry on their respective businesses in, and not enter into any material transaction business whatsoever other than in accordance withconnection with the consummation of the transactions contemplated by this Agreement and the Merger Agreement, the regular and ordinary course and, to the extent consistent therewith, shall use its commercially reasonable best efforts to preserve intact their current its business organizationsand assets, keep available maintain its assets in good operating condition and repair (ordinary wear and tear excepted), retain the services of their current officers and its officers, employees and preserve their relationships independent contractors and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with customersrespect to its business, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect ofunless, in lieu of or any case, BBI consents otherwise in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;writing. (b) During the period from the date of this Agreement and continuing until the Closing, each of the Stockholder and the Company agrees as to itself and, with respect to the Company, the Company Subsidiaries, that except as expressly contemplated or permitted by this Agreement, or to the extent that the other party shall otherwise consent in writing: (i) It shall not amend or propose to amend its certificate of incorporation or by-laws or equivalent organizational documents except as contemplated in this Agreement. (ii) It shall not, nor in the case of the Company shall it permit the Company Subsidiaries to, issue, deliver, sell, pledgeredeem, dispose of acquire, authorize or otherwise encumber propose to issue, deliver, sell, redeem, acquire or authorize, any shares of its capital stock, stock of any other voting securities or equity equivalent class or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities shares or convertible securities or equity equivalent (other thanownership interest and, in the case of the CompanyStockholder, shall not sell or otherwise transfer the issuance Shares, provided that the Company shall be permitted to issue the shares of Shares during its Common Stock to be issued to the period from stockholders of BBI under the date terms of this Agreement through the Effective Time upon Merger Agreement. (iii) It shall not, nor in the exercise case of Stock Options outstanding the Company shall it permit any of the Company Subsidiaries to, nor shall it propose to: (as i) declare, set forth aside, make or pay any dividend or other distribution, payable in Section 4.2) on the date of this Agreement in accordance with their current terms cash, stock, property or enter into any agreement or contract otherwise, with respect to the sale or issuance of any of its securities;capital stock or (ii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (civ) amend Other than dispositions in the ordinary course of business consistent with past practice which would not cause a Material Adverse Effect, individually or in the aggregate, to it and its charter subsidiaries, taken as a whole, it shall not, nor shall it permit any of its subsidiaries to, sell, lease, encumber or bylaws or the Rights Agreement; (d) acquire otherwise dispose of, or agree to acquire by merging sell, lease (whether such lease is an operating or consolidating withcapital lease), encumber or otherwise dispose of its assets. (v) It shall promptly advise the other party hereto in writing of any change in the condition (financial or otherwise), operations or properties, businesses or business prospects of such party or any of its subsidiaries which would result in a Material Adverse Effect. (vi) It shall not permit to occur any (1) change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions, (2) incurrence of Indebtedness or any commitment to incur Indebtedness, any incurrence of a contingent liability, Contingent Obligation or other liability of any type, (3) cancellation of any debt or waiver or release of any contract, right or claim, except for cancellations, waivers and releases in the ordinary course of business consistent with its past practice which do not exceed $10,000 in the aggregate, (4) amendment, termination or revocation of, or by purchasing assets a failure to perform obligations or the occurrence of any default under, (Y) any contract or equity inagreement (including, or by any other mannerwithout limitation, any business or any corporationleases) to which it is or, partnershipas of December 31, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (2006, was a party, other than in the ordinary course of business consistent with past practice); , or (eZ) sellany License, lease (5) execution of termination, severance or otherwise dispose of or agree to sell, lease or otherwise dispose of, similar agreements with any of its assets that are materialofficers, individually directors, employees, agents or in the aggregateindependent contractors or (6) entering into any leases of real property or agreement to acquire real property. (vii) It shall not, to and the Company and its Subsidiaries taken as a whole; (f) incur shall not permit any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through mergerSubsidiaries to, liquidationtake or agree or commit to take any action, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect that is reasonably likely to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of make any of its directors, officers representations or employees provided that, with respect to employees warranties hereunder inaccurate; or (ii) that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree is prohibited pursuant to the settlement provisions of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure ScheduleArticle VI.

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects to carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course course, preserve intact their current business organizations, and, to the extent consistent therewith, use its commercially reasonable best efforts to preserve intact their current business organizationsefforts, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in Section 6.1 of the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares Company Common Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.24.2(a)) on the date of this Agreement in accordance with their current terms terms) or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its charter certificate of incorporation or bylaws or amend the Rights Agreementcertificate of incorporation and by-laws (or other organizational documents) of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for (i) borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, (ii) indebtedness of any Subsidiary of the Company to the Company or to another Subsidiary of the Company, (iii) in replacement for existing or maturing debt so long as principal amount does not increase or (iv) other borrowings under existing lines of credit or loans in the ordinary course of business consistent with past practice, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or agreements, enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of businessbusiness or as required by applicable law, enter into or amend any employee benefit plan (including including, without limitation, the Company Stock Option PlansPlan), or enter into or amend any employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, of $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, of $500,0001,000,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, make any bonus payments to, or increase the compensation or fringe benefits of any of its directors, officers or employees employees, provided that, with respect to employees that are not executive officers or directors, the Company may (i) increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice and (ii) pay bonuses in the ordinary course of business consistent with past practice; provided, however, that the aggregate amount of such payments with respect to the employees of the Company's United States operations other than Xxxx Communications, Inc., shall not exceed $1,000,0000; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Company Stock Option Plans Plan and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC DocumentsReports; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 SECTION 4.1 Conduct of Business by the Company Pending Selling Parties. During the Merger. Except as otherwise expressly contemplated by period from the date of this Agreement or as described to the Closing Date, the Selling Parties shall carry on the businesses of BBA in the Company Disclosure Letterusual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact BBA's current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it to the end that BBA's goodwill, ongoing business and the assets of BBA shall be unimpaired at the Closing Date. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries toClosing Date, without the prior written consent of ParentHIG, BBA shall not, and Buell shall not cause or permit BBA to: (a) (xi) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (yii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its capital stock stock, or (ziii) purchase, redeem or otherwise acquire any shares of its capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, in the case of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securities; (c) amend its Articles of Incorporation and Bylaws, or other comparable charter or bylaws or the Rights Agreementorganizational documents; (d) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity inof, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof thereof, or otherwise acquire or agree to acquire (ii) any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersit, except for borrowings or guarantees incurred purchases of inventory and other assets in the ordinary course of business consistent with past practice and capital expenditures permitted by clause (g) below; (e) mortgage or otherwise encumber or subject to any Lien or sell, lease or otherwise dispose of any of its material properties or assets, except in the ordinary course of business consistent with past practice; (f) (i) incur any additional indebtedness for working capital purposesborrowed money, guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of it, or guarantee any debt securities of another person, or (ii) make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practiceperson; (g) alter through mergerexcept for the capital expenditures set forth in Schedule 4.1(g) hereto, liquidation, reorganization, restructuring make or agree to make any new capital expenditures which in any other fashion the corporate structure or ownership aggregate are in excess of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing$10,000.00; (h) grant settle or compromise any severance Tax liability or termination pay not currently required to be paid under existing severance plans make any Tax election or enter into change in any method, practice or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreementprinciple regarding Taxes; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (Current Financial Statements or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except incurred in the ordinary course of business consistent with past practice, or waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement; (j) enter into any employment, bonus or severance agreements (or amend any of the foregoing) with any of its present employees or officers; (k) amend, modify, terminate or breach any Material Agreement or enter into any agreement that would constitute a Material Agreement hereunder; or (rl) agreeauthorize any of, in writing or otherwise, commit or agree to take any of of, the foregoing actions, provided, however, that nothing in this . SECTION 4.2 Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.338(h)(10)

Covenants Relating to Conduct of Business. Section 5.1 SECTION 4.1 Conduct of Business by Parent and the Company. (a) Conduct of Business by Parent. During the period from the date of this Agreement to the Effective Time and except (i) to the extent the Company Pending shall otherwise consent in writing (which consent will not be unreasonably withheld), (ii) as set forth in the MergerParent Disclosure Schedule or (iii) as contemplated or permitted by or not inconsistent with this Agreement, Parent shall carry on its businesses in the ordinary course consistent with the manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. Except Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement set forth in the Parent Disclosure Schedule or as described in the Company Disclosure Lettercontemplated or permitted by or not inconsistent with this Agreement, during the period from the date of this Agreement through to the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, the Company Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:the Company (which consent will not be unreasonably withheld): (ai) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries Parent or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) amend its Restated Certificate of Incorporation or Bylaws; (iii) issue, deliver, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than, than in the case ordinary course of the Companybusiness and consistent with past practice pursuant to stock option plans, the issuance employee stock purchase plans and convertible indebtedness in effect as of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesAgreement); (c) amend its charter or bylaws or the Rights Agreement; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity inof, or by any other mannermanner (including through any of its subsidiaries), any business or any corporation, partnership, joint venture, association or other business organization or division thereof thereof, except that this Section 4.1(a)(iv) shall not prohibit Parent from effecting an acquisition of any other business if (A) such acquisition would not materially affect the ability of Parent to, or otherwise acquire materially delay Parent's ability to, complete the transactions contemplated by this Agreement, and (B) such acquisition would involve the issuance by Parent of equity securities and, when considered together with all other acquisitions effected by Parent, would not involve the issuance of more than 1,000,000 shares of Parent's capital stock or agree to acquire any assets (other securities convertible into or exercisable for more than in the ordinary course 1,000,000 shares of business consistent with past practice)Parent's capital stock; (ev) sell, lease lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any substantial part of its (or agree to sell, lease or otherwise dispose of, any of its subsidiaries') material properties, assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersbusiness, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations sales made in the ordinary course of business and consistent with past practice or (B) except for subjecting any of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documentsits properties to Parent Permitted Liens; (pvi) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate make any material contract to which it is a party or waive any of its material rights or claims except in payments outside the ordinary course of business consistent with past practicefor purposes of settling any dispute; (vii) allow Parent or any of its subsidiaries, or any significant portion of their respective businesses or assets, to be acquired (by merger, tender offer, purchase or otherwise); (viii) enter into (directly or through any subsidiary) any transaction that is extraordinary in nature or magnitude (when compared to the transactions historically entered into by Parent); or (rix) agreeauthorize any of, in writing or otherwise, commit or agree to take any of of, the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by provided in this Agreement or as described in except with the Company Disclosure Letterprior consent of Parent, during the period which consent shall not be unreasonably withheld, conditioned or delayed, from the date of this Agreement through to the Effective TimeTime or the earlier termination of this Agreement, the Company shall, and shall cause will conduct its Subsidiaries to, business in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services Ordinary Course of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with themBusiness. Without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by until the Effective Time or the earlier termination of this Agreement or as described in the Company Disclosure LetterAgreement, the Company shall will not, and shall will not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable and distributions by a Company Subsidiary to the Company declared by any of the Company's Subsidiaries, its parent in accordance with applicable law; (yb) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or stock, except as contemplated in the transactions described in Schedule 3.3(b); (zc) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bd) authorize for issuance, issue, deliver, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stockstock or the capital stock of any of its Subsidiaries, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalent equivalents (including without limitation stock appreciation rights) other than, in the case of the Company, than the issuance of Shares during the period from the date of this Agreement through the Effective Time shares upon the exercise or settlement of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms Company options, warrants or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesequity awards; (ce) amend its certificate or articles of incorporation, by-laws or other comparable charter or bylaws or the Rights Agreementorganizational documents; (df) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of or equity inof, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, which would be material to the Company and its Subsidiaries Subsidiaries, taken as a whole; (fg) incur any indebtedness for borrowed money or guarantee any such indebtedness or of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Parent or any of its Subsidiaries, guarantee any debt securities of othersanother Person, except for borrowings enter into any “keep well” or guarantees incurred in other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the ordinary course economic effect of business consistent with past practice for working capital purposes, or any of the foregoing; (h) make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary of the Company and other than in the ordinary course of business consistent with past practice; (g) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreementPerson; (i) enter into any contract adopt resolutions providing for or commitment with respect to capital expenditures with authorizing a value in excess of, liquidation or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate;dissolution; or (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of authorize any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against inof, or contemplated by, the consolidated financial statements (commit or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, agree to take any of of, the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated permitted by clauses (i) through (xvii) of this Agreement or as described in the Company Disclosure LetterSection 5.1, during the period from the date of this Agreement through the Effective Timeelection or appointment of Sub's designees pursuant to Section 6.3, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than its business in accordance with, the regular and ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers and others having business dealings with themit to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and, and except as otherwise expressly contemplated by this Agreement or as described set forth in the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (ai) (xA) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to its stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (yB) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (zC) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (bii) issue, deliver, sell, pledge, grant, dispose of or otherwise encumber any shares of its capital stock, or authorize the issuance, delivery, sale, pledge, grant, disposition or encumbrance of any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable forinto, or any rights, warrants or options (including options under the Company Option Plans) to acquire, acquire any such shares, voting securities securities, equity equivalent or convertible securities or equity equivalent securities, other than (other than, in the case of the Company, A) the issuance of Shares during the period from the date shares of this Agreement through the Effective Time Company Common Stock upon the exercise of Company Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms or enter into any agreement or contract with respect to terms, and (B) the sale or issuance of any shares of its securitiesCompany Common Stock upon exercise of the Warrants; (ciii) amend its charter or bylaws by-laws or the Rights Agreementequivalent organizational documents; (div) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets (other than in the ordinary course of business consistent with past practice)assets; (ev) sell, lease lease, pledge or otherwise dispose of or encumber, or agree to sell, lease lease, pledge or otherwise dispose ofof or encumber, any of its assets that are materialwith a fair market value in excess of $100,000 individually, individually or $500,000 in the aggregate, to the Company and its Subsidiaries taken as a whole; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments in, any other person or entity, other than to the Company or any wholly owned Subsidiary sales of the Company inventory, products and other than services that are in the ordinary course of business consistent with past practice; (gvi) alter through mergerincur any indebtedness for borrowed money, liquidationguarantee any such indebtedness or make any loans, reorganizationadvances or capital contributions to, restructuring or in other investments in, any other fashion the corporate structure person or ownership of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement orentity, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (i) enter into any contract or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activities; (q) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practice; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly contemplated by this Agreement or as described in the Company Disclosure Letter, during During the period from the date of this Agreement through until the Effective Time, the Company shall, and shall cause its Subsidiaries to, in all material respects carry on their respective businesses in, and not enter into any material transaction other than in accordance with, the regular and ordinary course and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their current business organizations, keep available the services Closing or earlier termination of their current officers and employees and preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, andthis Agreement, except as set forth in Section 5.01 of the Seller Disclosure Schedule, as otherwise expressly contemplated required or permitted by the terms of this Agreement or required by applicable Law or Judgment, or with the prior written consent of Carlyle Buyer (which consent shall not be unreasonably withheld, delayed or conditioned); it being agreed that the inability to procure consent thereto from any third party shall not constitute a reasonable basis for Carlyle Buyer to withhold, delay or condition such consent: (a) except as described contemplated under this Agreement, Seller shall cause the Company and the Company Subsidiaries to conduct their business in the Company Disclosure Letterordinary course of business; (b) as applicable, except as expressly contemplated under this Agreement, the Company shall not, and Seller shall cause the Company and the Company Subsidiaries not permit any of its Subsidiaries to, without the prior written consent of Parent: (a) (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (yi) split, combine or reclassify any of its capital stock reclassify, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchasefor, redeem or otherwise acquire any shares of capital stock the outstanding Units of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares the outstanding capital stock or other securitiesequity interests of the Company Subsidiaries; (bii) repurchase, redeem or otherwise acquire, or issue, delivergrant, transfer or sell, pledgeor agree or promise to acquire, dispose of or otherwise encumber issue, grant, transfer or sell, any shares of its capital stock, any Units, partnership interests, profits or other limited liability company interests, joint venture interests or other voting securities or equity equivalent interests of the Company or any securities convertible into or exchangeable or exercisable forCompany Subsidiary, or any rightsawards or similar instruments or rights measured by the value of any membership equity, warrants profits or options other limited liability company interests or equity interests of the Company or any Company Subsidiary; (iii) manage its Investment Assets (other than any Investment Assets managed by Carlyle or its Affiliates) other than in material compliance with the Investment Guidelines or make any material change to acquirethe Investment Guidelines; (iv) pay or suffer, or incur any obligation to pay or suffer, any such sharesLeakage; (A) grant, voting securities increase or convertible securities accelerate the vesting or equity equivalent (payment of, or announce or promise to grant, increase or accelerate the vesting or payment of, any wages, salaries, bonuses, incentives, cash or equity-based awards, retention, change in control or severance pay, other thancompensation, in the case of the Companyretirement, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms pension or enter into deferred compensation, or other benefits payable or potentially available to any agreement Employee, including any increase or contract change pursuant to any Seller Benefit Plan, other than with respect to the sale or issuance any Employee with annual base salary of any of its securities; (c) amend its charter or bylaws or the Rights Agreement; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, 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 (other less than $300,000 in the ordinary course of business consistent with past practice, (B) establish, adopt, materially increase or amend (or promise to take any such action(s)) any Seller Benefit Plan in respect of any Employee, except as would not result in any material Liability or material increase in costs for the Company or any Company Subsidiary or except for changes to Seller Benefit Plans that are generally applicable to all participants in such plans who are employed by Seller and its Affiliates, (C) establish, adopt or enter into any collective bargaining or similar labor agreement covering any Employees, (D) other than as contemplated by Section 5.13, transfer the employment (x) to the Company or any Company Subsidiary, of any employee of Seller or any of its Affiliates (other than the Company or any Company Subsidiary) who does not provide services primarily to the Business as of the date hereof, or (y) from the Company or any Company Subsidiary, of any Employee, to Seller or any of its Affiliates (other than the Company, any Company Subsidiary, any Transition Employer or as otherwise contemplated by Section 5.13), or (E) take any other action in respect of any compensation or employee benefits of the Employees that otherwise requires the approval of the Carve-out Committee without such approval, and, with respect to each of clauses (A) through (E) above, except as required by Law or by any Contract in existence on the date hereof and set forth in Section 3.16(a) of the Seller Disclosure Schedule, or as set forth in Section 5.13(d) of the Seller Disclosure Schedule, or as approved by the Carve-out Committee; (evi) sellenter into, lease or otherwise dispose of or agree to sell, lease or otherwise dispose ofamend in any material respect, any employment contracts with any executive officers of its assets that are materialthe Company or any Company Subsidiary, individually or any Employee with annual base salary of more than $300,000; (vii) take any action set forth in Section 7.12(h) of the aggregateOperating Agreement, except as approved by the Conflicts Committee or the Carve-out Committee, in each case, to the Company and its Subsidiaries taken as a wholeextent that the Operating Agreement, the 2018 Purchase Agreement or their respective charters expressly requires the approval of the Conflicts Committee or the Carve-out Committee for such action; (fviii) incur make any indebtedness for borrowed money material change in the reserving or guarantee financial accounting policies, practices or principles of the Company or any such indebtedness or issue or sell any debt securities or guarantee any debt securities of othersCompany Subsidiary, except for borrowings or guarantees incurred as applicable, in effect on the date hereof, other than changes in the ordinary course of business consistent with past practice for working capital purposes, or make any loans, advances or capital contributions to, or investments inbusiness, any other person change required by GAAP or entity, other than to the Company Bermuda SAP or any wholly owned Subsidiary changes that apply generally to similarly situated Subsidiaries of the Company and other than in the ordinary course of business consistent with past practice;Seller; or (gix) alter through merger, liquidation, reorganization, restructuring or in enter into any other fashion the corporate structure or ownership of any Subsidiary of the Company or adopt any plan legally binding commitment with respect to any of the foregoing;. (hc) grant any severance or termination pay except as expressly contemplated under this Agreement, Seller shall not, and Seller shall cause its applicable Affiliates not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement;to: (i) transfer, issue, sell, pledge, encumber or dispose of, or authorize, agree to or promise the transfer, issuance, sale, pledge, encumbrance or disposition of, any Units or other securities of the Company or any Company Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire any Units or other securities of the Company or any Company Subsidiary, or any awards or similar instruments or rights measured by the value of any membership equity, profits or other limited liability company interests or equity interests of the Company or any Company Subsidiary; (ii) manage any Investment Assets in the Collateral Accounts (other than any Investment Assets managed by Carlyle or its Affiliates) other than in material compliance with the applicable guidelines set forth in the Reinsurance Agreements; or (iii) enter into any contract or legally binding commitment with respect to capital expenditures any of the foregoing. (d) The Company shall hold meetings (either in-person or by teleconference) with a value in excess of, or requiring expenditures by T&D at least once per month during which Representatives of the Company shall provide T&D with information regarding any changes or updates to the Business and its Subsidiaries in excess ofmatters discussed with the board of directors of the Company (subject, $100,000however, individually, to the protection of legal privileges or enter into contracts similar protections) that have occurred since the prior meeting (or commitments with respect to capital expenditures with a value in excess ofthe first meeting, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000, in the aggregate; (j) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on since the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect hereof) and shall answer and respond to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of any material claim or litigation; (l) make or rescind any material tax election or settle or compromise any material tax liability; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (A) of any such claims, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) contained in the Company SEC Documents; (p) enter into any agreement, understanding or commitment that restrains, limits or impedes the Company's reasonable questions T&D or any of its Subsidiaries' ability Representatives may have with respect to compete with or conduct any business or line of businessthe Business. (e) The Company shall, including, but not limited and shall cause the Company Subsidiaries to, geographic limitations on make available to each Purchaser all documents and materials distributed during any meeting of the Company's board of directors (or similar governing body) of the Company or any Company Subsidiary or any of its Subsidiaries' activities; committees, and copies of any meeting minutes or written consents of such board (qor similar governing body) materially modify, amend or terminate any material contract to which it is a party or waive any of its material rights or claims except in the ordinary course of business consistent with past practicecommittees; or (r) agree, in writing or otherwise, to take any of the foregoing actions, provided, however, that nothing in this Section 5.1 with respect to any matters, should there be a reasonable concern regarding the protection of applicable legal privileges (such as those governing attorney-client communications) or similar protections, such Purchaser shall not be entitled to receive meeting materials or written consents related to such matters. (f) Any approvals by (i) 2018 Buyer or (ii) the Managers appointed by 2018 Buyer, pursuant to the terms of the Operating Agreement shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 consent of the Company Disclosure ScheduleCarlyle Buyer for purposes of this Section 5.01.

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. (a) Except as otherwise expressly contemplated by this Agreement or as described for matters set forth in the Company Disclosure LetterLetter or otherwise expressly permitted by this Agreement, during the period from the date of this Agreement through to the Effective TimeClosing, the Company Seller shall, and shall cause its Subsidiaries the Company and Lane to, use its reasonable best efforts to conduct the business of the Company and Lane in all material respects carry on their respective businesses inthe usual, and not enter into any material transaction other than in accordance with, the regular and ordinary course consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact their its current business organizationsorganization, keep available the services of their its current officers and employees and preserve their keep its relationships with customers, suppliers suppliers, licensors, licensees, distributors and others having business dealings with themthem (provided that nothing in this Section 5.01 shall be construed to limit the ability of Lane and the Company to pay cash dividends on or prior to the Closing). Without In addition, and without limiting the generality of the foregoing, and, except as otherwise expressly contemplated by this Agreement or as described for matters set forth in the Company Disclosure LetterLetter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing, the Company shall not, and shall not permit Lane to, do any of its Subsidiaries to, without the prior written consent of Parentfollowing: (ai) issue, deliver, sell or grant (or become obligated to issue, deliver, sell or grant) (xA) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise make any payments to stockholders of the Company in their capacity as such, other than dividends payable to the Company declared by any of the Company's Subsidiaries, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or Lane, (B) any of its Subsidiaries or any other securities thereof or any rightsequity, warrants or options to acquire any such shares voting or other securities; ownership interests in the Company or Lane, (bC) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into or exchangeable or exercisable for, or any rightsoptions, warrants or options rights to acquire, any such shares, equity, voting securities or other ownership interests or convertible securities or equity equivalent exchangeable securities, (other thanD) any "phantom stock", in "phantom stock" rights, stock appreciation rights ("SARs") or stock-based performance units relating to the case Company or Lane or (E) any options, warrants, rights, securities, units, commitments, Contracts, arrangements or undertakings of any kind that give any person the right to receive any economic benefit or rights similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company, the issuance of Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Stock Options outstanding (as set forth in Section 4.2) on the date of this Agreement in accordance with their current terms Company or enter into any agreement or contract with respect to the sale or issuance of any of its securitiesLane; (cii) amend its the certificate of incorporation, by-laws or other comparable charter or bylaws organizational documents of the Company or the Rights AgreementLane; (diii) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of or equity inof, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or otherwise acquire or agree to acquire (B) any assets (other than in the ordinary course of business consistent with past practice); (e) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of its assets that are material, individually or in the aggregate, to the Company and its Subsidiaries Lane, taken as a whole, except purchases of inventory in the ordinary course of business consistent with past practice; (fiv) except as required to comply with applicable Law or any Contract, Lane Benefit Plan or Lane Benefit Agreement in effect on the date of this Agreement, (A) increase in any manner the compensation or benefits of, or pay any bonus to, any Company Personnel, except for increases or bonuses in the ordinary course of business consistent with past practice, (B) pay to any Company Personnel any material benefit not provided for under any Contract, Lane Benefit Plan or Lane Benefit Agreement in effect on the date of this Agreement other than the payment of base compensation (inclusive of overtime, commissions, incentive pay and the like) in the ordinary course of business consistent with past practice, (C) take any action to fund or in any other way secure the payment of compensation or benefits under any Contract, Lane Benefit Plan or Lane Benefit Agreement, except in the ordinary course of business consistent with past practice, (D) take any action to accelerate the vesting or payment of any compensation or benefit under any Contract, Lane Benefit Plan or Lane Benefit Agreement, (E) adopt, enter into, amend or terminate any Lane Benefit Plan or Lane Benefit Agreement, except in the ordinary course of business consistent with past practice, or (F) make any material determination under any Lane Benefit Plan or Lane Benefit Agreement that is inconsistent with the ordinary course of business or past practice; (v) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company and Lane, except insofar as may have been required by a change in GAAP; (vi) sell, lease (as lessor), license or otherwise dispose of any properties or assets, except sales of inventory and excess or obsolete assets in the ordinary course of business consistent with past practice; (vii) (A) incur any indebtedness for borrowed money or assume or guarantee any such indebtedness or of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or Lane, assume or guarantee any debt securities of othersanother person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for (1) short-term borrowings or guarantees incurred in the ordinary course of business consistent with past practice for working capital purposes, or (2) indebtedness in an aggregate principal amount not to exceed U.S.$2,000,000 or (B) make any loans, advances or capital contributions to, or investments in, any other person or entityperson, other than (1) to or in the Company or any wholly owned Subsidiary Lane, (2) extensions of the Company and other than trade credit in the ordinary course of business consistent with past practice; practice and (g3) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership respect of any Subsidiary of the Company or adopt any plan with respect to any of the foregoing; (h) grant any severance or termination pay not currently required to be paid under existing severance plans or enter into or adopt, or amend any existing, severance plan, agreement or arrangement or, other than travel expenses in the ordinary course of business, enter into or amend any employee benefit plan (including without limitation, the Stock Option Plans), or enter into or amend employment or consulting agreement; (iviii) enter into make or agree to make any contract new capital expenditure or commitment with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $100,000, individually, or enter into contracts or commitments with respect to capital expenditures with a value in excess of, or requiring expenditures by the Company and its Subsidiaries in excess of, $500,000that, in the aggregate, are in excess of U.S.$2,000,000; (jix) except to the extent required under existing employee and director benefit plans, agreements or arrangements as in effect on the date of this Agreement, increase the compensation or fringe benefits of any of its directors, officers or employees provided that, with respect to employees that are not executive officers or directors, the Company may increase compensation associated with promotions and regular reviews in the ordinary course of business consistent with past practice; (k) agree to the settlement of make any material claim or litigation; (l) make or rescind any material tax Tax election or settle or compromise any material tax liabilityTax liability or refund; (m) except as required by applicable law or GAAP, make any material change in its method of accounting; (n) except as required under the Stock Option Plans and as otherwise provided in this Agreement, accelerate the payment, right to payment or vesting of any bonus, severance, profit sharing, retirement, deferred compensation, stock option, insurance or other compensation or benefits; (oA) pay, settle, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, settlement, discharge or satisfaction (A) of any such claimssatisfaction, liabilities or obligations in the ordinary course of business and consistent with past practice or (B) in accordance with their terms as in effect on the date of claimsthis Agreement, of liabilities incurred in the ordinary course of business or obligations reflected or reserved against in, or contemplated by, the consolidated financial statements Unaudited Historical Financial Statements (or the notes thereto) contained or incurred since the date of such statements in the ordinary course of business consistent with past practice, (B) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value or (C) waive, fail to enforce the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company SEC Documentsor Lane is a party; (pxi) other than in the ordinary course of business consistent with past practice, enter into or modify or otherwise amend in any material respect any Contract that contains any provision that materially restricts the ability of the Company or Lane or which, following the consummation of the Acquisition, could restrict the ability of Reynolds American or any of its subsidiaries or any of their xxxxxxxive affiliates to compete in any business or with any person or in any geographic area; (xii) enter into any agreementmaterial joint venture, understanding partnership or commitment that restrains, limits or impedes the Company's or any of its Subsidiaries' ability to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the Company's or any of its Subsidiaries' activitiesother similar arrangement; (qxiii) materially modify, amend or terminate make any material contract changes to which it is a party its practices relating to the collection of accounts receivable, acquisition or waive any disposition of its material rights inventory or claims except payment of accounts payable, other than in the ordinary course of business consistent with past practice; or (rxiv) agreeauthorize any of, in writing or otherwise, commit or agree to take any of of, the foregoing actions, provided, however, that nothing in this Section 5.1 shall be deemed as prohibiting the Company from making such expenditure as it deems reasonably necessary to complete its Y2K Readiness Plan as set forth in Schedule 4.19 of the Company Disclosure Schedule.