Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after (a) During the period from the date hereof and prior of this Agreement to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement "PRE-CLOSING PERIOD"): (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (ai) the business of Company shall ensure that it and each other Acquired Corporation conducts its Subsidiaries shall be conducted business and operations (A) in the ordinary course and usual course and, to in accordance with past practices and (B) in compliance with all material Legal Requirements and the extent consistent therewith, it and its Subsidiaries requirements of all Material Contracts; (ii) the Company shall use all its reasonable efforts to maintain ensure that it and each other Acquired Corporation preserves intact its existing current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, suppliers, distributorslandlords, creditors, lessors licensors, licensees, employees and other Persons having business associatesrelationships with it or its subsidiaries, as the case may be; provided, however, that (iii) the Company may sell those assets which it is permitted shall use its reasonable efforts to dispose keep in full force all insurance policies referred to in Section 2.16; and (iv) the Company shall (to the extent reasonably requested by Parent) cause its officers and the officers of pursuant each other Acquired Corporation to and in accordance with report to Parent concerning the terms status of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products Company's business. (b) it The Company agrees that, during the Pre-Closing Period, except to the extent Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld (iexcept that with respect to Section 4.1(b)(v) issuebelow, sellParent shall be entitled to withhold its consent in its sole discretion), pledge, dispose of or encumber any capital stock owned by it in the Company shall not and shall not permit any of its Subsidiaries; subsidiaries to: (iii) amend its certificate of incorporation or by-laws; bylaws or other charter or organizational documents, or effect a stock split, division, or subdivision of shares, reverse stock split, consolidation of shares or similar transaction; (ii) effect or become a party to any merger, consolidation, amalgamation, share exchange or other business combination (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend (whether payable in cash, stock or property property) or make any other distribution in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (civ) neither it nor form any subsidiary or acquire any equity interest in any other Entity other than acquisitions of its Subsidiaries shall franchisees of the Company pursuant to rights the Company has under agreements existing and outstanding as of the date of this Agreement; (iv) issue, sell, pledge, dispose grant or authorize the issuance or grant of any capital stock or encumber any shares ofother security, or securities any instrument convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (securities, other than (i) options to purchase up to 10,000 Shares granted in the ordinary course of business with an exercise price equal to the fair market value of the Company's common stock as of the date of such grant; (ii) Shares issuable upon the valid exercise of Company Options outstanding on, or granted (pursuant to Section 4.1(b)(v)(i)) after, the date of this Agreement, (iii) Shares issuable pursuant to options warrants outstanding on as of the date hereof under of this Agreement and disclosed on Section 2.3(c) of the Stock Option Plans, options for Shares Company Disclosure Schedule and (iv) up to 7,000 Shares issuable pursuant to the Stock Purchase PlanESPP; (vi) amend or waive any of its rights under, options issuable pursuant to or alter the acceleration of the vesting under, any provision of any of the Company's stock option plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of the Directors' Plan any outstanding option, warrant or other security or any related Contract; (as defined in Section 6.11(a))vii) transfer, Shares issuable upon the conversion of Series B Shareslease or license to any third party, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) encumber, any assets other than (A) in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modifyor (B) as security for any borrowings permitted by Section 4.1(ix); (viii) repurchase, redeem or otherwise acquire any shares of the capital stock or other securities except shares repurchased from employees or former employees of the Company pursuant to the exercise of repurchase rights; (ix) lend money to any Person or incur any indebtedness for borrowed money or guarantee any indebtedness, except for (A) short-term borrowings incurred in the ordinary course of business, and (B) borrowings pursuant to existing credit facilities in the ordinary course of business; (x) establish, adopt or materially amend any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, pension, retirement, deferred compensation or other employee benefit agreements or plans for the benefit of any director, officer or employee, or pay any bonus or increase the wages, salary, considerations, fringe benefits or other compensation or remuneration payable to any director, officer or employee (except for increases in the ordinary course of business that are consistent with past practices or that, in the aggregate, do not result in a material increase in benefits or compensation expense); (xi) enter into or become bound by, or permit any of the material assets owned by or used by it to become bound by, any Material Contract, or amend or prematurely terminate any of its material Contracts Material Contract or exercise, waive, release or assign any material rights right or claimsclaim under any Material Contract (except in the ordinary course of business consistent with the Company's past practice or where the failure to amend or terminate a Material Contract would, in the reasonable judgment of the Company's Board of Directors, have a material adverse impact on the Company); (fxii) neither it nor change any of its Subsidiaries shall methods of accounting or accounting practices in any material respect except as may be specifically required by GAAP or the SEC; (xiii) make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated (except for elections made in the ordinary and usual course of businessbusiness consistent with the Company's past practices); (gxiv) neither it nor make any capital expenditure which, when added to all other capital expenditures made by the Acquired Corporations during the Pre-Closing Period, would exceed $3,500,000 in the aggregate; (xv) commence or settle any Legal Proceeding for an amount in excess of its Subsidiaries shall take $20,000; (xvi) hire any action employee at the level of Vice President or omit above, or with an annual base salary in excess of $90,000; (xvii) acquire, lease or license or sell or otherwise dispose of any right or any other than omissions in good faith) to take asset of the Company, or waive or relinquish any action that would cause any right of its representations and warranties herein to become untrue the Company, in any material respect; andsuch case with a fair market value in excess of $50,000; (hxviii) neither it nor enter into any transaction outside the ordinary course of business that requires by its Subsidiaries will authorize terms payment by or to the Company of more than $100,000; or (xix) enter into an agreement to do take any of the foregoingactions described in clauses "(i)" through "(xviii)" of this Section 4.1.

Interim Operations of the Company. The Company covenants and agrees Except as to itself and its Subsidiaries thatset forth in Schedule 6.3 hereto, after contemplated hereby or with the written consent of Parent or Subsidiary, during the period from the date hereof and prior of this Agreement to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms earlier of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement New Board Date (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange AgreementSection 6.12) or the Effective Time, the Company shall, and shall cause its subsidiaries to, conduct (except as otherwise permitted by Section 6.1) its and their business only in the ordinary course, will make no material changes in the operations of the Company or its subsidiaries and shall use its reasonable efforts to (i) preserve intact the business organization of the Company and its subsidiaries, (ii) keep available the services of its and their present officers and key employees, and (iii) preserve the good will of those having business relationships with the Company and its subsidiaries. Except as set forth in Schedule 6.3 hereto, contemplated hereby or with the consent of Parent or Subsidiary, during the period from the date of this Agreement to the earlier of Understanding): the New Board Date or the Effective Time, neither the Company nor any of its subsidiaries will: (a) amend or otherwise change its certificate of incorporation or by-laws, as each such document is in effect on the business date hereof; (b) issue or sell, or authorize for issuance or sale, additional shares of it and any class of capital stock, including Common Shares or any securities convertible into capital stock, or grant any warrants, options, or other rights to acquire, or incur any obligation or make any commitment for issuance of, capital stock or any securities convertible into capital stock; (c) in the case of the Company, declare, set aside, make or pay any dividend or other distribution with respect to its Subsidiaries shall be conducted capital stock other than if requested by Parent; (d) redeem, purchase or otherwise acquire, or agree to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than if requested by Parent; (e) except in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plansencumber, or permit any of its Subsidiaries agree to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber encumber, any shares ofmaterial assets of the Company or any of its subsidiaries other than in connection with discontinued operations; (f) acquire (by merger, consolidation, or securities convertible acquisition of stock or assets) any significant corporation, partnership or other business organization or division thereof for a cash consideration of $100,000 or more with respect to an acquisition, merge or consolidate with any corporation, or enter into or exchangeable modify any contract, agreement, commitment or exercisable for, or options, warrants, calls, commitments or rights of arrangement with respect to any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants)foregoing; (iig) other than in connection with the refinancing of outstanding indebtedness, incur any indebtedness for borrowed money or issue any debt securities except in the ordinary and usual course of business and except for sales permitted by and made in accordance consistent with Section 9(c) past practice or enter into or modify any contract, agreement, commitment or arrangement with respect to any of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose foregoing; (h) take any action with respect to the grant of any severance or encumber any termination pay other property than pursuant to policies or assets (including capital stock agreements of the Company or any of its Subsidiaries) or incur or modify any material indebtedness or other liabilitysubsidiaries in effect on the date hereof; or (iiii) make any loans, advances or authorize capital contributions to, or commit for any capital expenditures investments (other than intercompany accounts and short-term investments pursuant to customary cash management systems of the Company in the ordinary course and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest consistent with past practices) in, any other Person person other than such of the foregoing as are made by the Company to or entity; in a subsidiary of the Company; (dj) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus salary increases or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except employee benefit arrangements made in the ordinary and usual course of businessbusiness consistent with past practice, modifyor heretofore described in writing to the Parent, adopt or (except as provided in Sections 4.5 and 4.7 hereof) amend any bonus, profit sharing, compensation, incentive, stock option, restricted stock, pension, retirement, deferred compensation, employment or terminate other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any of its material Contracts employee; or waive, release or assign any material rights or claims; (fk) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an any agreement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior through the earlier of the Acceptance Time or the date of termination of this Agreement, except (i) to the Effective Time (unless extent Parent shall otherwise approve and except consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as otherwise expressly set forth in the Company Disclosure Schedule, (iii) as contemplated or permitted by this Agreement, (iv) as may be necessary or appropriate to carry out the transactions contemplated by this Agreement and except or (v) as required pursuant to by the terms rules or regulations of NASDAQ, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):following: (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that amend the Company may sell those assets which it is permitted to dispose Certificate of pursuant to and in accordance with Incorporation, the terms Company Bylaws or other comparable charter or Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock of any Acquired Company, other than (x) dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent and (y) distributions resulting from the vesting or exercise of Company Compensatory Awards, (ii) split, combine or reclassify any capital stock of the Company or any of its Subsidiaries; , (iii) except as otherwise provided in Section 6.1(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of any Acquired Company, (iv) purchase, redeem or otherwise acquire any Company securities, except for acquisitions of shares of Company Common Stock by the Company in satisfaction by holders of Company Compensatory Awards of the applicable exercise price and/or withholding taxes, or (v) repurchase, redeem enter into any amendment or otherwise acquire, except in connection with other modification to the Stock Option Plans, or permit terms of any indebtedness for borrowed money of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockthe Acquired Companies; (c) neither it nor any of its Subsidiaries shall (i) issue, deliver, sell, grant, pledge, transfer, subject to any lien or dispose of or encumber any shares ofCompany securities, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights other than (x) the issuance of any kind to acquire, any shares of its capital stock Company Common Stock upon the exercise of any class or any other property or assets (other than Shares issuable pursuant to options Company Common Stock Options that are outstanding on the date hereof under hereof, in accordance with the equity award’s terms as in effect on the date hereof, or (y) the conversion of any Company Series A Preferred Stock Option Plansoutstanding as of the date of this Agreement, options or (ii) amend any term of any security of the Acquired Companies (in each case, whether by merger, consolidation or otherwise); (d) adopt a plan or agreement of, or resolutions providing for Shares and Shares issuable pursuant or authorizing, complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, each with respect to the Stock Purchase PlanAcquired Companies; (e) (i) grant, options issuable pay or award, or commit to grant, pay or award, any bonuses or incentive compensation (including any equity-based awards and compensation) to any employee of the Acquired Companies or any independent contractor of the Acquired Companies, (ii) increase the salary, wages, benefits, bonuses or other compensation payable or to become payable to the Company’s current or former directors or executive officers, except for (A) increases required to be made pursuant to the terms of the Directors' Plan (existing employment or other compensation agreements or arrangements in effect as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for date hereof, (B) increases made in the Series D Shares ordinary course of business consistent with past practice with respect to executive officers with less than $150,000 of annual compensation or Shares issuable upon (C) increases required under any Company Benefit Plan or under applicable Law, (iii) hire, terminate the exercise employment of, or promote any employee of the Exchange Warrants or Acquired Companies, except (A) in the Other Warrants); ordinary course of business consistent with past practice with respect to non-executive employees who receive less than $150,000 of annual compensation and (iiB) termination of employment for cause, (iv) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminatebusiness, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise in any material claims or litigation or, except in the ordinary and usual course of business, modify, amend respect or terminate any material Company Benefit Plan (or any plan or agreement that would be a Company Benefit Plan if in existence on the date of its material Contracts this Agreement) or waive(v) take any action to accelerate the time of vesting, release funding or assign payment of any material rights compensation or claimsbenefits under any Company Benefit Plan; (f) neither it nor acquire any business, assets or capital stock of its Subsidiaries shall any Person or division thereof, whether in whole or in part (and whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise); (g) except as set forth in the Company’s capital budget provided to Parent prior to the date hereof or for capitalized software, in accordance with GAAP, make or authorize any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated capital expenditure in excess of $300,000; (h) except in the ordinary course of business consistent with past practice, (A) amend or modify in any material respect, or waive any material rights under or voluntarily terminate, any Material Contract, (B) enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, or (C) amend or modify the Financial Advisor Agreement; (i) sell, lease, license, pledge, transfer, subject to any lien or otherwise dispose of any Company Intellectual Property Assets, material assets or material properties except (i) with respect to assets or properties other than Software and usual other Intellectual Property Assets, pursuant to existing Contracts or commitments, (ii) non-exclusive licenses of Company Software and other Company Intellectual Property Assets to its customers, contractors, partners or suppliers in the ordinary course of business, (iii) sales of supplies and similar tangible inventory or used equipment in the ordinary course of business, or (iv) Permitted Encumbrances incurred in the ordinary course of business; (gj) neither it nor change any of the accounting methods used by the Company materially affecting its Subsidiaries shall take assets, liabilities or business, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act or as otherwise specifically disclosed in the Company SEC Documents; (k) (i) incur or assume any action long-term or omit short-term indebtedness except in respect of (A) indebtedness owing by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company or (B) equipment or capital leases entered into in the ordinary course of business or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than omissions any Acquired Company); (l) waive any non-competition, non-solicitation or other restrictive covenants applicable to the employees of the Acquired Companies; (1) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any settlement, release, waiver or compromise that (A) results solely in good faithmonetary obligations involving only the payment of monies by the Acquired Companies of not more than $100,000 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Acquired Companies) or (B) results in no monetary or other material non-monetary obligation of any Acquired Company; provided that (x) the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or its directors relating to the Transactions or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 3.8 or Section 6.11, as applicable, and (y) the foregoing shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (a) provides for the grant to any Third Party of a license or other grant of rights to any material Intellectual Property Assets or (b) would impose any material restrictions or changes on the business or operations of, or the admission of wrongdoing by, the Company or (2) commence any material Legal Proceeding, other than in the ordinary course of business; (n) adopt or implement any stockholder rights plan or similar arrangement; (o) revoke, or amend any material Tax election relating solely to a member of the Acquired Companies, make a material Tax election relating solely to a member of the Acquired Companies that is inconsistent with past practice, or amend any material position on a Tax Return of any member of the Acquired Companies, enter into any closing agreement with any Tax authority in respect of Taxes of any member of the Acquired Companies, or settle any claim or assessment relating to Taxes of any member of the Acquired Companies; or (p) authorize, commit or agree to take any action that would cause any of its representations and warranties herein the foregoing actions. Notwithstanding the foregoing, nothing contained in this Agreement shall give to become untrue Parent or Acquisition Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time. In addition, notwithstanding the foregoing, nothing in this Section 6.1 shall restrict the Acquired Companies from, or require the consent of Parent prior to, engaging in any material respect; and (h) neither it nor transaction or entering into any of its Subsidiaries will authorize or enter into an agreement to do any of exclusively among the foregoingAcquired Companies.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior through the earlier of the Acceptance Time or the date of termination of this Agreement, except (i) to the Effective Time (unless extent Parent shall otherwise approve and except consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as otherwise expressly set forth in the Company Disclosure Schedule, (iii) as contemplated or permitted by this Agreement, (iv) as may be necessary or appropriate to carry out the transactions contemplated by this Agreement and except Agreement, or (v) as may be required pursuant to by Law, the terms Company shall not, nor shall it permit any of its Subsidiaries to, do any of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):following: (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that amend the Company may sell those assets which it is permitted to dispose Certificate of pursuant to and in accordance with Incorporation, the terms Company Bylaws or other comparable charter or Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock of any Acquired Company, other than (x) dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent and (y) distributions resulting from the vesting or exercise of Company Compensatory Awards, (ii) split, combine or reclassify any capital stock of the Company or any of its Subsidiaries; , (iii) except as otherwise provided in Section 6.1(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of any Acquired Company, (iv) purchase, redeem or otherwise acquire any Company Securities, except for acquisitions of shares of Company Common Stock by the Company in satisfaction by holders of Company Compensatory Awards of the applicable exercise price and/or withholding taxes in the ordinary course of business consistent with past practice and to the extent contemplated by the applicable Company Compensatory Award’s terms as in effect on the date hereof, or (v) repurchaseenter into any amendment or other modification to the terms of any Indebtedness of the Acquired Companies or, redeem or otherwise acquireother than in the ordinary course of business consistent with past practice, except in connection with the Stock Option Plans, or permit incur any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockIndebtedness; (c) neither it nor any of its Subsidiaries shall (i) issue, deliver, sell, grant, pledge, transfer, subject to any Lien or dispose of or encumber any shares ofCompany Securities, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights other than (x) the issuance of any kind to acquire, any shares of its capital stock Company Common Stock upon the exercise of any class Company Options or any other property or assets (other than Shares issuable pursuant to options the settlement of Company RSUs that are outstanding on the date hereof under hereof, in accordance with the Stock Option Plansequity award’s terms as in effect on the date hereof, options for Shares and Shares issuable pursuant (y) grants or awards of Company Securities required to the Stock Purchase Plan, options issuable be made pursuant to the terms of Company Benefit Plans in effect of the Directors' date hereof and listed on Section 6.1(c) of the Company Disclosure Schedule, or (z) the grant or issuance of Company Compensatory Awards to new hires pursuant to Section 6.1(e)(vi), up to an aggregate of $500,000, or (ii) amend any term of any security of the Acquired Companies (in each case, whether by merger, consolidation or otherwise); (d) adopt a plan or agreement of, or resolutions providing for or authorizing, complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, each with respect to the Acquired Companies; (e) except as required under any Company Benefit Plan or applicable Law or as necessary to maintain the qualified status of a Company Benefit Plan, (i) increase the salary, wages, benefits, bonuses, or other compensation payable or to become payable to any current or former employee, officer, director or consultant of any Acquired Company, except for merit increases in salary and wages in the ordinary course of business consistent with past practice, as defined listed in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange 6.1(e)(i) of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants)Company Disclosure Schedule; (ii) grant any bonus, severance, change in control, retention or similar payments or benefits to any such individual, except as listed in Section 6.1(e)(ii) of the Company Disclosure Schedule; (iii) accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Company Benefit Plan other than as permitted by this Agreement or in existing agreements, except as listed in Section 6.1(e)(iii) of the Company Disclosure Schedule; (iv) enter into, terminate or amend any Company Benefit Plan (or any arrangement that would constitute a Company Benefit Plan if in effect on the date hereof), except for amendments in the ordinary and usual course of business and except consistent with past practice to any Company Benefit Plan that is not an agreement with an individual but only to the extent such action does not materially increase the costs of such Company Benefit Plan; (v) terminate the employment or services of any employee, officer, director or consultant of any Acquired Company, other than terminations for sales permitted by and made cause in the ordinary course of business consistent with past practice or terminations of such persons who have an annual base compensation rate below $150,000; or (vi) hire or engage any new employee, officer, director or consultant of any Acquired Company, other than hiring or engaging such persons who would have an annual base compensation rate below $150,000 (x) in replacement of any individual whose employment or engagement is terminated in accordance with clause (v) or (y) to fill an open position listed on Section 9(c6.1(e) of the Term Loan AgreementCompany Disclosure Schedule, transferin each case with terms and conditions, compensation and benefits that are substantially similar to those provided to similarly situated individuals who provide services to an Acquired Company; (f) modify, extend or enter into any labor agreement, collective bargaining agreement or other labor-related agreements with any labor union, labor organization, or other employee representative body; (g) recognize or certify any labor union, labor organization, works council, group of employees or other employee-representative body as the bargaining representative for any employees of the Acquired Companies. (h) acquire any business, assets or capital stock of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise); (i) except as set forth in the Company’s capital budget provided to Parent prior to the date hereof, make or authorize any individual capital expenditures in excess of $250,000 in the aggregate; (i) except in the ordinary course of business consistent with past practice, (x) amend or modify in any material respect, or waive any material rights under or voluntarily terminate, any Material Contract, or (y) enter into any Contract which if entered into prior to the date hereof would have been a Material Contract, or (ii) amend or modify the Financial Advisor Agreement or the TA Agreements; (k) sell, lease, license, guarantee, sell, mort- gage, pledge, transfer, abandon, subject to any Lien or otherwise dispose of any Company Intellectual Property Assets, material assets or encumber any other property material properties except (i) with respect to assets or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures properties other than Intellectual Property Assets, pursuant to existing Contracts or commitments in effect prior to the date hereof, (ii) non-exclusive licenses of Company Intellectual Property Assets to its customers, contractors, partners or suppliers in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend (iii) sales of inventory or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except used equipment in the ordinary and usual course of business, or (iv) Permitted Encumbrances incurred in the ordinary course of business; (gl) neither it nor change any of the accounting methods used by the Company materially affecting its Subsidiaries shall take assets, liabilities or business, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act or as otherwise specifically disclosed in the Company SEC Documents filed prior to the date hereof; (m) (i) incur or assume any action long-term or omit short-term Indebtedness except (x) for borrowings under the Company’s current credit facilities in the ordinary course of business (including with respect to equipment leasing), (y) in respect of Indebtedness owing by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company and (z) Indebtedness entered into in the ordinary course of business in an aggregate amount not to exceed $5,000,000 or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than omissions any Acquired Company); (n) waive any non-competition, non-solicitation or other restrictive covenants applicable to the employees of the Acquired Companies; (o) (i) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than any settlement, release, waiver or compromise that (x) results solely in good faithmonetary obligations involving only the payment of monies by the Acquired Companies of not more than $500,000 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Acquired Companies) or (y) results in no monetary or other material non-monetary obligation of any Acquired Company; provided that (A) the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders of the Company against the Company and/or its directors relating to the Transactions or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 3.8 or Section 6.11, as applicable, and (B) the foregoing shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim that (1) provides for the grant to any third party of a license or other grant of rights to any material Intellectual Property Assets or (2) would impose any material restrictions or changes on the business or operations of, or the admission of wrongdoing by, the Company or (ii) commence any material Legal Proceeding, other than in the ordinary course of business; (p) adopt or implement any stockholder rights plan or similar arrangement; (q) with respect to any Acquired Company: (i) settle or compromise any material Legal Proceeding with respect to Taxes, (ii) surrender any right to claim a refund of any material Taxes, (iii) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, (iv) consent to any closing agreement with respect to a material Tax or (v) breach or exercise any termination right under the Tax Receivable Agreement; (r) terminate, negotiate, amend or modify the terms of, or waive any rights under, the Tax Receivable Agreement; or (s) authorize, commit or agree to take any action that would cause any of its representations and warranties herein the foregoing actions. Notwithstanding the foregoing, nothing contained in this Agreement shall give to become untrue Parent or Acquisition Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time. In addition, notwithstanding the foregoing, nothing in this Section 6.1 shall restrict the Acquired Companies from, or require the consent of Parent prior to, engaging in any material respect; and (h) neither it nor transaction or entering into any of its Subsidiaries will authorize or enter into an agreement to do any of exclusively among the foregoingAcquired Companies.

Interim Operations of the Company. The Company covenants Parent and agrees the Company, jointly and severally, covenant and agree as to itself the Company and its the Company Subsidiaries thatthat during the period from the date of this Agreement until the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) set forth in Section 5.1 of the Parent Disclosure Letter, (x) expressly permitted by this Agreement, including Section 5.2 of this Agreement, (y) required by applicable Law, or (z) consented to in writing by PESI after the date hereof of this Agreement and prior to the Effective Time (unless Parent Closing, which consent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal not be unreasonably withheld or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):conditioned: (a) the business of it the Company and its Subsidiaries shall be conducted only in the ordinary course of business consistent with past practice, and usual course and, to Parent and the extent consistent therewith, it and its Subsidiaries Company shall use all reasonable efforts Commercially Reasonable Efforts to (i) preserve intact the Company’s business organization and goodwill and the business organization and goodwill of the Company Subsidiaries and (ii) to keep available the services of their current officers and key employees and preserve and maintain its existing relations and goodwill with material customers, suppliers, distributorsofficers, creditorsemployees, lessors creditors and other Persons having business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance dealings with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.them; (b) it the Company shall not not, nor shall Parent or the Company permit any of the Company Subsidiaries to (i) issue, sell, pledge, dispose enter into any new line of business or encumber any capital stock owned by it in any of its Subsidiaries; (ii) incur or commit to any capital expenditures, or any obligations or liabilities in connection with any capital expenditures, other than in the ordinary course of business consistent with past practice (c) the Company shall not, nor shall Parent or the Company permit any the Company Subsidiaries to, amend its certificate any of their respective certificates of incorporation or by-laws; bylaws or similar organizational documents; (iiid) split, combine or reclassify its outstanding shares of capital stock; (iv) the Company shall not declare, set aside or pay any dividend or other distribution, whether payable in cash, stock or any other property in or right, with respect to its capital stock; (e) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries, to split, combine or reclassify any capital stock or issue or authorize the issuance of any other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except securities in connection with the Stock Option Planslieu of, or in substitution for, shares of its capital stock; (f) the Company shall not, nor shall Parent or the Company permit any of its Subsidiaries the Company Subsidiaries, to purchase redeem, repurchase or otherwise acquireacquire directly or indirectly any of its capital stock; (g) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition or encumbrance of, any shares of its capital stock or any securities convertible grant, enter into or exchangeable or exercisable for accept any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments convertible securities or other rights of any kind to acquire, acquire any shares of its such capital stock of any class or any other property ownership interest in the Company or assets any Company Subsidiary; (h) other than Shares issuable pursuant in the ordinary course of business, the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to: (i) grant any increase in the compensation or benefits payable to options outstanding any officer of the Company or any of the Company Subsidiaries, (ii) except as required to comply with applicable Law or any agreement in existence on the date hereof of this Agreement or as expressly provided in this Agreement, adopt, enter into, amend or otherwise increase, or accelerate the payment or vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase any Company Employee Benefit Plan, options issuable pursuant or (iii) enter into or amend any employment agreement or, except in accordance with existing contracts or agreements, grant any severance or termination pay to the terms any officer, director or employee of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange Company or any of the Series B Shares for Company Subsidiaries; (i) the Series D Shares Company shall not, nor shall Parent or Shares issuable upon the exercise Company permit any of the Exchange Warrants Company Subsidiaries to, revalue any of its material assets or change its methods of accounting in effect at June 27, 2010, except changes in accordance with and required by GAAP, applicable Law or regulatory guidelines as concurred with by the Company’s independent auditors; (j) the Company shall not, nor shall Parent or the Other Warrants); Company permit any of the Company Subsidiaries to (i) acquire or invest in any Person or other business organization, division or business of such Person (whether by merger or consolidation or by purchase of an equity interest in such Person or by any other manner) or (ii) other than in the ordinary and usual course of business and consistent with past practice, acquire any material assets; (k) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, sell, lease, exchange, transfer or otherwise dispose of, or agree to sell, lease, exchange, transfer or otherwise dispose of, any material assets of the Company or the Company Subsidiaries, except for sales permitted by inventory and made equipment in the ordinary course of business consistent with past practice; (l) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, mortgage, pledge, hypothecate, sell and leaseback, grant any security interest in, or otherwise subject to any other Lien, other than Permitted Liens, any material assets of the Company or Company Subsidiaries; (m) except for Taxes, to which Section 5.1(o) shall apply, the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, (i) except as set forth in clause (ii) below, pay, discharge or satisfy any material Claims (including claims of stockholders), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) where such payment, discharge or satisfaction would require any material payment except for the payment, discharge or satisfaction of liabilities or obligations in accordance with Section 9(c) the terms of the Term Loan Company Material Contracts as in effect on the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not in violation of this Agreement, transferin each case to which the Company or any of the Company Subsidiaries is a party; provided, leasehowever, licensethat nothing in this Section 5.1(m) shall prohibit the Company or any of the Company Subsidiaries from paying, guaranteedischarging or satisfying accounts payable existing on or arising after, sellin each case in the ordinary course of business consistent with past practice, mort- gagethe date of this Agreement, pledgeor (ii) compromise, dispose settle or grant any waiver or release relating to any Litigation, other than settlements or compromises of Litigation fully covered by insurance or encumber where the amount paid or to be paid does not exceed $75,000 in the aggregate for all Claims; (n) the Company shall not, nor shall Parent or the Company permit any other property of the Company Subsidiaries to, engage in any transaction with (except pursuant to agreements in effect at the time of this Agreement insofar as such agreements are disclosed in Section 2.19 of the Parent Disclosure Letter), or assets (including capital stock enter into any agreement, arrangement, or understanding, directly or indirectly, with any of the Company’s Affiliates; provided that, for the avoidance of doubt, for purposes of this Agreement, the term “Affiliates” shall not include any employees of the Company or any of its SubsidiariesSubsidiaries other than the directors and executive officers thereof and employees who share the same household with such directors and executive officers; (o) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, enter into any closing agreement with respect to material Taxes, make any change to any material Tax method of accounting, fail to prepare all Returns using Tax principles consistent with those used for preceding tax periods, unless a change is required by applicable Law, make, revoke or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for a ruling or determination, amend any material Return (including by way of a claim for refund) or settle or compromise any material Tax liability or any material Tax refund; (p) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Acquisition) or any agreement relating to an Acquisition Proposal, except as provided under Section 5.2; (q) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, (i) incur or assume any indebtedness for borrowed money, (ii) modify any material indebtedness or other liability; liability to increase the Company’s (or any of its Subsidiaries’) obligations with respect thereto, (iii) make assume, guarantee, endorse or authorize otherwise become liable or commit responsible (whether directly, contingently or otherwise) for the obligations of any capital expenditures other Person (other than a Company Subsidiary), except in the ordinary and usual course of business orand consistent with past practice and in no event exceeding $75,000 in the aggregate at any time outstanding, by any means, (iv) make any acquisition ofloans, advances or capital contributions to, or investment in, assets or stock of or other interest investments in, any other Person (other than to a Company Subsidiary, or entityby such Company Subsidiary to the Company, or customary loans or advances to employees consistent with past practice or short-term investments of cash in the ordinary course of business in accordance with the Company’s cash management procedures), or (v) enter into any material commitment or transaction, except in the ordinary course of business and consistent with past practice and in no event exceeding $75,000 in the aggregate, except as permitted under Section 5.1(b); provided, however, that the restrictions in this Section 5.1(m) shall not prohibit the incurrence of any long-term debt or short-term indebtedness or other liability or obligation between the Company and any Company Subsidiaries; (dr) except as required by the terms Company shall not, nor shall Parent or the Company permit any of this Agreementthe Company Subsidiaries to, enter into any agreement, understanding or commitment that restrains, limits or impedes the ability of the Company or any Company Subsidiary, or permitted pursuant would limit the ability of the Company or any Company Subsidiary after the Closing, to Section 6.11(dcompete in or conduct any line of business or to solicit customers or employees; (s) the Company shall not, nor shall Parent or the Company permit any of this Agreementthe Company Subsidiaries to, and except for option grants pursuant enter into any material agreement, understanding or commitment containing any restriction on the ability of the Company or any of Company Subsidiaries to the Directors' Planassign its rights, neither it nor interests or obligations thereunder, unless such restriction excludes or is not applicable to any assignment to PESI or any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants in connection with or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase following the salary, wage, bonus or other compensation consummation of any employeesthe transactions contemplated by this Agreement; (et) neither the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, enter into any material joint venture, partnership or other similar arrangement or materially amend or modify in an adverse manner the terms of (or waive any material rights under) any existing material joint venture, partnership or other similar arrangement (other than any such action between the Company’s Subsidiaries); (u) the Company shall not, nor shall Parent or the Company permit any of the Company Subsidiaries to, terminate any Company Material Contract to which it nor is a party or waive, release, relinquish or assign any of its Subsidiaries shall settle rights or compromise Claims under any material claims or litigation Company Material Contract in a manner that is materially adverse to the Company or, except in the ordinary and usual course of businessbusiness consistent with past practice, modify, modify or amend or terminate any of its material Contracts or waive, release or assign in any material rights or claimsrespect any Company Material Contract; (fv) neither it the Company shall not, nor shall Parent or the Company permit any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to to, take any action that would cause give rise to a claim under the WARN Act or any similar state Law because of a “plant closing” or “mass layoff” (each as defined in the WARN Act) without in good faith attempting to comply with the WARN Act or such state Law; (w) the Company shall not enter into, amend or otherwise change the terms of any agreements with brokers, finders or investment bankers (including the Parent Financial Advisor) that would result in the Company or the Company Subsidiaries being liable in any manner for any fees, commissions or otherwise to such brokers, finders or investment bankers; (x) the Company shall not, nor shall Parent or the Company permit any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its the Company Subsidiaries will authorize or to, enter into an agreement agreement, contract, commitment or arrangement to do any of the actions described in clauses (b) through (w) above; or take any action that would prevent Parent or the Company from performing or cause Parent or the Company not to perform its covenants under this Agreement; and (y) prior to the Closing the Company shall obtain, and Parent and the Company shall cause each Company Subsidiary to obtain, and shall deliver to PESI at the Closing, resignations of each of the directors of the Company and each Company Subsidiary and Xxxxxxx X. Xxxxxxxx as an officer of the Company and the Company Subsidiaries, with such resignations to become effective as of the Closing. Notwithstanding the foregoing, with respect to SEC Radcon Alliance, LLC, only the directors appointed by the Company will resign.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior (a) Prior to the Effective Time (Time, except as set forth in Section 6.2 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent has consented in writing thereto, the Company: (i) shall conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not amend its Articles of Incorporation or Bylaws; (iv) shall promptly notify Parent of (A) any material adverse change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (B) any material litigation or, to the extent known to the Company, any material governmental complaints, investigations or hearings against or otherwise approve involving the Company (or communications indicating that the same may be contemplated), or (C) the breach of any representation or warranty of the Company contained herein; (v) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed by the Company with the Commission subsequent to the date of this Agreement; (vi) shall not enter into or amend any employment, severance or similar agreements or arrangements with any of its directors or executive officers, except (A) in the ordinary course of business consistent with past practice, or (B) as otherwise provided in this Agreement; (vii) shall not authorize, propose or announce an intention to authorize or propose, or enter into negotiations or an agreement with respect to any acquisition of assets or securities, any disposition of assets or securities or any release or relinquishment of any contract rights, which acquisitions, dispositions, releases or relinquishments would be outside the ordinary course of business and would involve aggregate consideration in excess of $100,000; (viii) shall not issue any shares of capital stock or securities, except as permitted by the last sentence of Section 6.1(a), or effect any stock split or otherwise expressly contemplated by this Agreement and change its capitalization; (ix) shall not grant, confer or award any options, appreciation rights, warrants, conversion rights, restricted stock, stock units, performance shares or other rights, not existing on the date hereof, with respect to any shares of its capital stock or other securities of the Company; (x) shall not take any actions which would, or would be reasonably likely to, prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; (xi) shall not take any actions which would, or would be reasonably likely to, prevent the Merger from qualifying as a transaction to be accounted for as a pooling of interests in accordance with APB Xx. 00; (xii) except as required pursuant by applicable law (in which case prompt notice shall be given by the Company to Parent), shall not amend in any material respect the terms of the Term Loan Agreement and the related loan documentsCompany Benefit Plans, including without limitation any employment, severance or similar agreements or arrangements in existence on the repayment date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements; (xiii) shall not incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any principal other individual, corporation or interestother entity, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it and its Subsidiaries shall be conducted except in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.; (bxiv) it shall not make any loans or advances to any other Person, except in the ordinary course of business; (ixv) issueshall not make any material tax election other than in the ordinary course, sellor without the consent of Parent, pledgewhich shall not unreasonably be withheld, dispose of settle or encumber compromise any capital stock owned by it in any of its Subsidiaries; material tax liability; (iixvi) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) shall not declare, set aside or pay any dividend payable in cash, stock or property in make any other distribution or payment with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into other ownership interests; (xvii) shall not directly or exchangeable indirectly redeem, purchase or exercisable for otherwise acquire any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of make any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit commitment for any capital expenditures other than such action; provided that cashless exercises of stock options shall not be in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms violation of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; clause (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respectxvii); and (hxviii) neither it nor any of its Subsidiaries will authorize shall not agree, in writing or enter into an agreement otherwise, to do take any of the foregoingforegoing actions or take any action which would make any representation or warranty in Article 4 hereof untrue or incorrect in any material respect as of the Closing Date.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent Purchaser shall otherwise approve agree in writing and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): Disclosure Letter): (a) the business of it the Company and its Subsidiaries subsidiaries shall be conducted only in the ordinary and usual course and, to the extent consistent therewith, it each of the Company and its Subsidiaries subsidiaries shall use all its reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors employees and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it the Company shall not (i) issue, sell, pledge, dispose of sell or encumber pledge or agree to sell or pledge any capital stock owned by it in any of its Subsidiariessubsidiaries; (ii) amend its certificate of incorporation the Certificate or by-lawsthe Bylaws or, except as otherwise contemplated herein (including Section 7.2), amend, modify or terminate the Rights Agreement; (iii) split, combine or reclassify its the outstanding shares of capital stockShares; or (iv) declare, set aside or pay any dividend payable in cash, stock or property in with respect of any capital stock other than dividends from its direct to the Shares or indirect wholly-owned SubsidiariesPreferred Shares; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) except as set forth in Section 7.1(c) of the Disclosure Letter, neither it the Company nor any of its Subsidiaries subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class of the Company or its subsidiaries or any other property or assets (other than than, in the case of the Company, Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms Plans or upon conversion of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares Notes or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gagemortgage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures liability other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.13

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior (a) Prior to the Effective Time (Time, except as set forth in Section 6.2 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent has consented in writing thereto, the Company: (i) shall conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not amend its Articles of Incorporation or Bylaws; (iv) shall promptly notify Parent of (A) any material adverse change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (B) any material litigation or, to the extent known to the Company, any material governmental complaints, investigations or hearings against or otherwise approve involving the Company (or communications indicating that the same may be contemplated), or (C) the breach of any representation or warranty of the Company contained herein; (v) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed by the Company with the Commission subsequent to the date of this Agreement; (vi) shall not enter into or amend any employment, severance or similar agreements or arrangements with any of its directors or executive officers, except (A) in the ordinary course of business consistent with past practice, or (B) as otherwise provided in this Agreement; (vii) shall not authorize, propose or announce an intention to authorize or propose, or enter into negotiations or an agreement with respect to any acquisition of assets or securities, any disposition of assets or securities or any release or relinquishment of any contract rights, which acquisitions, dispositions, releases or relinquishments would be outside the ordinary course of business and would involve aggregate consideration in excess of $100,000; (viii) shall not issue any shares of capital stock or securities, except as permitted by the last sentence of Section 6.1(a), or effect any stock split or otherwise expressly contemplated by this Agreement and change its capitalization; (ix) shall not grant, confer or award any options, appreciation rights, warrants, conversion rights, restricted stock, stock units, performance shares or other rights, not existing on the date hereof, with respect to any shares of its capital stock or other securities of the Company; (x) except as required pursuant by applicable law (in which case prompt notice shall be given by the Company to Parent), shall not amend in any material respect the terms of the Term Loan Agreement and the related loan documentsCompany Benefit Plans, including without limitation any employment, severance or similar agreements or arrangements in existence on the repayment date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements; (xi) shall not incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any principal other individual, corporation or interestother entity, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it and its Subsidiaries shall be conducted except in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.; (bxii) it shall not make any loans or advances to any other Person, except in the ordinary course of business; (ixiii) issueshall not make any material tax election other than in the ordinary course, sellor without the consent of Parent, pledgewhich shall not unreasonably be withheld, dispose of settle or encumber compromise any capital stock owned by it in any of its Subsidiaries; material tax liability; (iixiv) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) shall not declare, set aside or pay any dividend payable in cash, stock or property in make any other distribution or payment with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into other ownership interests; (xv) shall not directly or exchangeable indirectly redeem, purchase or exercisable for otherwise acquire any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of make any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit commitment for any capital expenditures other than such action; provided that cashless exercises of stock options shall not be in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms violation of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; clause (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respectxv); and (hxvi) neither it nor any of its Subsidiaries will authorize shall not agree, in writing or enter into an agreement otherwise, to do take any of the foregoingforegoing actions or take any action which would make any representation or warranty in Article 4 hereof untrue or incorrect in any material respect as of the Closing Date.

Interim Operations of the Company. The Company covenants and agrees Except as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant or the Stock Option Agreement or consented to in writing by Parent (in its sole discretion), during the period from the date of this Agreement to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interestEffective Time, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it Company and its Subsidiaries shall be conducted in the ordinary will conduct their operations only in, and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that neither the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action except in, the ordinary and usual course of business and consistent with past practice, and the Company and its Subsidiaries will use their best efforts to preserve intact their business organization, to keep available the services of their officers and key employees and to maintain advantageous relationships with ceding companies, customers, licensors, licensees, suppliers, contractors, distributors, business partners and others having business relationships with the Company or omit (other than omissions in good faith) its Subsidiaries, as the case may be. Without limiting the generality of the foregoing, prior to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) the Effective Time, neither it the Company nor any of its Subsidiaries will will, without the prior written consent of Parent (such consent to be given or withheld in Parent's sole discretion): (a) except as expressly contemplated by this Agreement, split, combine or reclassify any shares of its capital stock or other securities, declare, pay, set aside for payment or consummate any dividend or other distribution payable in cash, stock, property or otherwise in respect of its capital stock or other securities, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other securities other than regular quarterly cash dividends paid by the Company not in excess of $0.04 per share; (b) authorize for issuance, issue, sell, pledge, dispose of, encumber, deliver or agree or commit to issue, sell, pledge or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any class of the Company or any Subsidiary or any securities convertible into or exercisable or exchangeable for shares of capital stock of any class of the Company or any Subsidiary, except as required by options outstanding on the date hereof pursuant to the Company Stock Plans and agreements disclosed in Section 4.9(a) of the Company Disclosure Schedule, or amend any of the terms of any such securities or agreements outstanding as of the date hereof; (c) (i) incur any material indebtedness not previously approved by Parent, (ii) incur any other indebtedness except in the ordinary course of business, (iii) pledge or otherwise encumber shares of capital stock of the Company or its Subsidiaries or (iv) mortgage or pledge any of its material assets, tangible or intangible, or create any lien thereupon other than (A) liens for Taxes or other assessments or charges of Governmental Authorities that are not yet delinquent or that are being contested in good faith by appropriate proceedings, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (B) statutory liens of landlords and mortgagees of landlords and liens of carriers, warehousemen, mechanics, materialmen and other liens imposed by Law and created in the ordinary course of business for amounts not yet more than 30 days overdue or that are being contested in good faith by appropriate proceedings, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (C) leases or subleases, easements, rights-of-way, covenants and consents that do not interfere materially with the ordinary conduct of the business of the Company or detract materially from the value of the property to which they attach or materially impair the use thereof to the Company; (D) liens granted by the Company to lenders pursuant to credit agreements in existence on the date hereof and (E) Liens granted in the ordinary course of business and consistent with past practice; (d) except as may be required by Law or as contemplated by this Agreement, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other Employee Benefit Plan; or enter into or amend any employment or severance agreement with, increase in any material manner the salary, wages, bonus, commission, or other compensation or benefits of any director or executive officer of the Company or any of its Subsidiaries, except with respect to new employees employed in the ordinary course of business and those agreements with key employees previously disclosed to Parent; or increase in any manner the salary, wages, bonus, commission, or other compensation or benefits of any other officer, employee or agent of the Company or any of its Subsidiaries except for increases in the ordinary course of business and consistent with past practice; or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock options, stock appreciation rights or performance units); (e) acquire (by merger, amalgamation, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make any material investment either by purchase of stock or securities, contributions to capital, property transfer or acquisition (including by lease) of any material amount of properties or assets of any other individual or entity; (f) except as expressly required herein, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities (x) reflected or reserved against on the consolidated balance sheet of the Company dated June 30, 1999 (the "Latest Balance Sheet") or (y) incurred in connection with the transactions contemplated by this Agreement or in the ordinary course of business and consistent with past practice; (g) amend the certificate of incorporation or any similar document of the Company or any of its Subsidiaries; (h) adopt a plan of complete or partial liquidation or resolutions providing for the complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (i) enter into any new lines of business (whether or not part of the insurance or reinsurance business), change any material policy forms, change the pricing formula for material insurance policies, materially change its investment policies or guidelines or otherwise make material changes to the operation of its business or change its loss reserve methodology other than as expressly provided in this Agreement; (j) invest any investment securities of the Company in investments that are not rated in one of the four highest categories by a "nationally recognized statistical rating agency," as defined in the rules or regulations of the SEC; (k) sell (whether by merger, consolidation or otherwise), lease, encumber, transfer or dispose of any assets outside the ordinary course of business consistent with past practices or any assets that are material to the Company or any of its Subsidiaries, or enter into any material commitment or transaction outside the ordinary course of business consistent with past practices (except with respect to any assets related to RGB Underwriting Agencies, Ltd.); (l) authorize or make or commit to make any capital expenditures, except for transactions in the ordinary course of business consistent with past practice (but in no event in excess of $100,000 in the aggregate) or pursuant to agreements or commitments entered into by the Company or any of its Subsidiaries prior to the date hereof, unless otherwise reserved against in the Latest Balance Sheet; (m) make any Tax elections or settle or compromise any material United States federal, state, local or other foreign income tax liability, or waive or extend the statute of limitations in respect of any such Taxes; (n) pay or agree to pay in settlement or compromise of any suits or claims of liability against the Company, any of its Subsidiaries or its directors, officers, employees or agents more than an agreement aggregate of $1,000,000 for all such suits and claims, it being understood that without the prior written consent of Parent, no such settlement or compromise shall be entered into involving non-monetary obligations; (o) except as expressly contemplated by this Agreement or pursuant to do agreements or commitments entered into by the Company or any of its Subsidiaries prior to the date hereof and disclosed in Section 6.1 of the Company Disclosure Schedule, knowingly take any action likely to materially decrease or diminish the assets or net worth of the Company or any of its Subsidiaries (except for reserves in the ordinary course of business and consistent with past practice); (p) except as may be required as a result of a change in law or in GAAP, change any of the foregoingaccounting principles or practices used by it; (q) enter into any agreement providing for the acceleration or payment or performance or other consequence as a result of a change in control of the Company or any of its Subsidiaries; or (r) take any action or agree, in writing or otherwise, to take any of the foregoing actions or any action that would make any representation or warranty in Article IV hereof materially untrue or incorrect.

Interim Operations of the Company. The During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Company covenants and agrees as to itself and its Subsidiaries that, after shall carry on their respective businesses in the ordinary course consistent with past practice and in a manner not involving the entry by the Company or any Subsidiary into businesses that are materially different from the businesses of the Company and its Subsidiaries on the date hereof hereof, and prior shall use reasonable best efforts to preserve their business organizations and goodwill intact, and maintain existing relations with suppliers, customers, employees, officers and directors. Without limiting the Effective Time (unless Parent shall otherwise approve and except generality of the foregoing or as otherwise expressly contemplated by this Agreement and except as required pursuant or consented to the terms of the Term Loan Agreement and the related loan documentsin writing by Purchaser (which consent shall not be unreasonably withheld, including the repayment of any principal conditioned or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreementdelayed), the Series D Certificate Company shall not, and shall not permit any of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):its Subsidiaries to: (a) the business of it and its Subsidiaries shall be conducted declare or pay any dividends on, or make other distributions in the ordinary and usual course andrespect of, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing any of its multifunction products business.capital stock; (b) it shall not (i) issuerepurchase, sell, pledge, dispose redeem or otherwise acquire any shares of or encumber any the capital stock owned by it in of the Company or any Subsidiary of its Subsidiaries; the Company, or any securities convertible into or exercisable for any shares of the capital stock of the Company or any Subsidiary of the Company, (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding 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; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (viii) repurchaseauthorize, redeem issue, deliver, sell, hypothecate or otherwise acquirepledge or authorize or propose the issuance, except in connection with the Stock Option Plansdelivery, sale, hypothecation or permit any of its Subsidiaries to purchase or otherwise acquirepledge of, any shares of its capital stock or any securities convertible into or exchangeable exercisable for, or exercisable any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing, except, in the case of clauses (ii) and (iii), for any shares the issuance of its capital stockCompany Common Stock upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements or upon exercise of the Warrants, all to the extent outstanding and in existence on the date of this Agreement and in accordance with their present terms and in each case to the extent the same are disclosed to the Purchaser on Section 4.2(a) of the Company Disclosure Schedule; (c) neither it nor amend the Company Articles, the Company Bylaws, the certificate of incorporation, bylaws or other organizational documents of any Subsidiary, or other similar governing documents of the Company or any Subsidiary; (d) make any capital expenditures in excess of U.S.$125,000 in the aggregate, other than those which are made in the ordinary course of business and in accordance with the Company’s capital budget previously provided to Purchaser, or which are necessary to maintain existing assets in good repair or to maintain operations as currently conducted; (e) 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 by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (f) change its Subsidiaries shall methods of accounting in effect at December 31, 2004, except as required by changes in GAAP as concurred to by the Company’s independent auditors; (g) (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind fail to acquire, any shares of its capital stock of any class or any cause TOGA to operate the Comet Ridge Joint Venture and other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to TOGA operated permits in accordance with the terms of the Directors' Plan applicable joint venture operating agreements and the relevant petroleum legislation and regulations in all material respects, or to maintain operatorship of the same, (ii) fail to cause TOGA to consult with Purchaser before it exercises any voting right it may have under the Comet Ridge Joint Venture and to take account of Purchaser’s reasonable representations, (iii) fail to cause TOGA to provide Purchaser with production reports and management accounts and authorizations for expenditures in relation to the Comet Ridge Joint Venture, (iv) fail to cause TOGA to provide Purchaser with copies of all minutes of meetings of the Comet Ridge Joint Venture parties or use its reasonable best efforts to facilitate Purchaser’s attendance at such meetings, (v) cause TOGA to enter into any new gas supply agreements or amend any existing gas supply agreement without first consulting Purchaser, except in each case to the extent that it would violate Applicable Law to do so; (i) except as defined required by Applicable Law or as required to maintain qualification pursuant to the Code, adopt, amend, or terminate any employee benefit plan (including any Plan) or any agreement, arrangement, plan or policy between the Company or any Subsidiary of the Company and one or more of its current or former directors, officers or employees, or (ii) except for normal increases in the ordinary course of business consistent with past practice as set forth in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange 6.1(h) of the Series B Shares for Company Disclosure Letter, or except as required by Applicable Law, increase in any manner the Series D Shares compensation or Shares issuable upon the exercise fringe benefits of any director, officer or employee or pay any benefit not required by any Plan or agreement as in effect as of the Exchange Warrants date hereof (including the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares); (i) other than activities in the Other Warrants); ordinary course of business consistent with past practice, sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties or other rights or agreements; (iij) other than in the ordinary and usual course of business and except consistent with past practice, incur any indebtedness for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, licenseborrowed money or assume, guarantee, sell, mort- gage, pledge, dispose endorse or otherwise as an accommodation become responsible for the obligations of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness individual, corporation or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (dk) except as required by create, renew, amend or terminate or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space to which the terms of this Agreement, Company or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants is a party or awards under, reprice by which the Company or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation ortheir respective properties is bound, except other than the renewal in the ordinary and usual course of business, modify, amend or terminate business of any lease the term of its material Contracts or waive, release or assign any material rights or claimswhich expires prior to the Closing Date; (fl) neither fail to provide Purchaser with any details relating to any proposed acquisition of or application for Oil and Gas Properties, including full details of any minimum exploration commitment in connection therewith, except to the extent it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee would violate Applicable Law to be cancelled or terminated except in the ordinary and usual course of businessdo so; (gm) neither it nor any fail to maintain its insurance policies in full force and effect, except to the extent such policies cease to be available on commercially reasonable terms, and in such event the Company shall notify Purchaser of its Subsidiaries shall take any action such non-renewal or omit (other than omissions in good faith) to take any action that would cause any termination of its representations and warranties herein to become untrue in any material respectpolicy; andor (hn) neither it nor any of its Subsidiaries will authorize or enter into an agreement agree to do any of the foregoing.

Interim Operations of the Company. The Company covenants and Seller agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise (x) expressly set forth in or contemplated by this Agreement or the Transaction Documents, (y) set forth in Schedule 6.1 or (z) approved by the Buyer (which consent will not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing Date, the Seller shall not, and except as required pursuant shall cause its Selling Affiliates not to, solely with respect to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Business: (a) the business of it and its Subsidiaries shall be conducted (i) other than in the ordinary and usual course andof business, acquire, sell, transfer, license, abandon, fail to maintain or otherwise dispose of (whether by merger, exchange, consolidation, acquisition or equity or assets or otherwise) any Acquired Assets or (ii) incur or suffer any Encumbrances other than Permitted Encumbrances with respect to any Acquired Assets; (b) adopt any plan of merger, consolidation, reorganization, complete or partial liquidation or dissolution or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the extent consistent therewithfiling of any bankruptcy petition against the Selling Group; (c) enter into, it terminate or materially and its Subsidiaries shall use all reasonable efforts adversely amend or waive any rights under any customer contract involving consideration in excess of $10,000,000 annually, and other than in the ordinary course of business, enter into, terminate or materially and adversely amend or waive any rights under any other Material Contract; (d) enter into or terminate any Acquired Lease or, other than in the ordinary course of business, amend or modify any Acquired Lease; (e) other than in the ordinary course of business or unless otherwise required by applicable Law, (i) enter into, adopt, materially amend or terminate any (A) material Plan (other than the UK HMH Plan) or (B) Contract relating to maintain its existing relations and goodwill with customersthe compensation or severance of any Business Employee providing for an aggregate annual compensation payable to such employee in excess of $200,000, suppliers(ii) hire or increase the compensation payable to any Business Employee having an aggregate annual compensation in excess of $200,000, distributorsor (iii) make any loan to any officer, creditors, lessors and business associatesdirector or Business Employee; provided, however, that the Company Parties acknowledge and agree that the Seller or its Selling Affiliates may, after prior consultation with the Buyer, including providing the Buyer an opportunity to interview each such prospective New Business Employee, hire such persons to fill the open positions set forth on Schedule 6.1(e) (the “New Business Employees”) and provide annual compensation and employee benefits commensurate with those provided to other Business Employees with similar positions or responsibilities and reasonably acceptable to the Buyer; (f) enter into any new line of business; (g) make any change to the Selling Group’s accounting methods, principles or practices, except as may sell those assets which it is permitted be required by GAAP or Law; (h) unless otherwise required by applicable Law or a change in GAAP, make, change or revoke any election relating to dispose Taxes, file any amended Tax Return, change for Tax purposes any annual accounting period or adopt or change any accounting method, enter into any closing agreement relating to Taxes, settle any Tax claim or assessment, surrender any right to claim a refund of pursuant Taxes, consent to and any extension or waiver of the statute of limitations applicable to any Tax claim or assessment or take any other action, or omit to take any action, in either case inconsistent with past practice, relating to the filing of any Tax Return or the payment of any Tax in each case to the extent taking such action would materially adversely affect the Acquired Assets or the Business in a Post-Closing Tax Period; (i) implement any Business Employee layoffs that would reasonably be expected to trigger notification requirements under the WARN Act; (j) enter into any Affiliate Agreements that will not expire or terminate on or before the Closing; (k) other than in the ordinary course of business or in accordance with the terms of the Term Loan Agreement and may continue Receivables Purchase Agreement, issue any note, bond or other debt security or create, incur, assume or guarantee any Indebtedness relating primarily to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of the Business or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockAcquired Assets; (cl) neither it nor cancel, compromise, waive or release any right, claim or series of its Subsidiaries shall (i) issue, sell, pledge, dispose of related claims involving more than $1,000,000 or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in outside the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (gm) neither it nor settle any material litigation, investigation, arbitration, proceeding or other claim involving or relating to the Business or the Acquired Assets; (n) except in connection with the expenditures budgeted with respect to the Wood Xxxx Facility, make any capital expenditure in excess of its Subsidiaries shall take $1,000,000 except as provided for in the budget for the Business; (o) transfer, assign, or grant any action license, sublicense, agreement, covenant not to xxx, or omit permission with respect to any material Acquired Intellectual Property; or (other than omissions in good faithp) agree to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingactions described in clauses (a) through (o) above.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and earlier of the date of termination of this Agreement pursuant to Section 10.1 or the Closing Date, except as otherwise expressly provided for by this Agreement, as disclosed on Schedule 6.1, contemplated by this Agreement and except Section 6.7, or as required pursuant consented to the terms of the Term Loan Agreement and the related loan documentsby Purchaser in writing (such consent not to be unreasonably withheld, including the repayment of any principal conditioned or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreementdelayed), the Series D Certificate of Designations Company shall (as defined and the Company and Sellers shall cause each other Acquired Company to) operate in all material respects in the Series D Exchange Agreementordinary course of business consistent with past practice, and shall not (and shall cause each other Acquired Company not to) or do any of the Agreement of Understanding):following: (a) the business of it and amend its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Organizational Documents or Operating Documents; (b) it shall not (i) issue, sell, pledgetransfer, dispose of of, pledge or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, Equity Interests or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or other rights of any kind to acquire, any shares of its capital stock of any class Equity Interests; (c) redeem, purchase or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of otherwise acquire any of its Subsidiaries) Equity Interests or incur any instrument or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock security which consists of or other interest in, any other Person or entityincludes a right to acquire such Equity Interests; (d) except as required by incur, assume, endorse, or otherwise become liable for any Indebtedness (other than additional draws under any of the Acquired Companies’ existing lines of credit which will be repaid at or prior to Closing), modify the terms of this Agreementany Indebtedness (other than modifications of short-term debt in the ordinary course of business consistent with past practice), or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to assume or guarantee the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation obligations of any employeesother Person, except on behalf of another Acquired Company in the ordinary course of business; (e) neither it nor create any Encumbrance (other than a Permitted Encumbrance) on any of its Subsidiaries shall settle or compromise any material claims or litigation orassets that materially detracts from the value of such asset; (f) (i) enter into, except in the ordinary and usual course of business, modifyadopt, amend or terminate any Benefit Plan or any Contract relating to the compensation or severance of any employee or otherwise materially change the terms of employment for any employee, or (ii) grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of its material Contracts employees or waiveestablish or increase or promise to increase any benefits under any Benefit Plan, release other than (A) normal recurring increases in the ordinary course of business consistent with past practice, or assign (B) as required by any material rights Benefit Plan, employment agreement, severance plan or claimsretention plan existing on the date hereof; (fg) neither it nor any of its Subsidiaries shall make any Tax election or voluntarily permit any insurance policy Insurance Policy naming it as a beneficiary or loss-a loss payable payee to be cancelled canceled or terminated without giving notice to Purchaser, except policies providing coverage for losses not in excess of $5,000,000 that are replaced without diminution of or gaps in coverage; (h) except for the sale and purchase of inventory, supplies and other assets in the ordinary course of business consistent with past practice, (i) transfer, acquire or dispose of or lease, license or sublicense any material property (personal or real) or assets, or (ii) cancel, amend, terminate, modify, compromise, waive or release any material debts owed to, or claims held by, any Acquired Company or any entitlement or right of value to any Acquired Company; (i) enter into any Contract that would constitute a Material Contract or Real Property Lease or any Contract that would require consent from or notice to the other party or parties thereto in connection with the transactions contemplated hereby, excluding (i) Contract renewals that do not include material pricing or other changes adverse to the Acquired Companies and usual (ii) Contracts terminable upon less than 365 days prior written notice by any Acquired Company without penalty or premium; (j) accelerate, terminate, modify or cancel any Material Contract or Real Property Lease other than modifications made in the ordinary course of business on terms consistent with past practice, excluding Contract renewals that do not include material pricing or other changes adverse to the Acquired Companies; (k) make any change to its accounting methods, principles, policies or practices or to its management of accounts receivable or accounts payable, including by way of acceleration or deferral, except, in each case, as may be required by changes to GAAP or applicable Law; (i) make any commitment for any capital expenditure in excess of $500,000 or (ii) make any material capital investment in, or any loan to, any other Person; (m) write off or revalue any material asset or property or dispose of any material assets, other than in the ordinary course of business; (gn) neither it nor make, change or rescind any Tax election, file any amended Tax Return or claim for refund, adopt or change any method of its Subsidiaries shall take accounting, extend or waive the application of any action statute of limitations regarding the assessment or omit (other than omissions in good faith) to take collection of any action that would cause Tax, settle or compromise any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize Tax liability or refund or enter into any agreement the primary subject matter of which is Taxes; (o) enter into a new line of business or abandon or discontinue an agreement existing line of business; (p) adopt any plan of liquidation or dissolution or file a petition in bankruptcy or consent to the filing of any bankruptcy; (q) enter into or agree to enter into any merger or consolidation with, any other Person, or acquire the securities of any other Person; or (r) agree, authorize, resolve, arrange or commit to do any of the foregoingthings described in subsections (a) through (q) above. Notwithstanding the foregoing or anything herein to the contrary, prior to the Closing the Acquired Companies shall be permitted to use Cash to repay Indebtedness and to make distributions to Sellers of Cash and all or any portion of the Excluded Assets (or any proceeds thereof) through payment of dividends or the redemption of Shares or Membership Interests.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior Except: (i) to the Effective Time (unless extent Parent shall otherwise approve and consent in writing (which consent may be withheld or delayed in Parent's sole discretion, except in the case of Section 5.1(f), 5.1(m), 5.1(n), 5.1(o), or 5.1(u), for which Parent may not unreasonably withhold or delay its consent); (ii) as otherwise set forth in Part 5.1 of the Company Disclosure Schedule; or (iii) as expressly contemplated required by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Company agrees that, during the period from the date of this Agreement through the earlier of the time the designees of Parent have been elected to, and shall constitute a majority of, the Company Board pursuant to Section 1.4 or the date of the valid termination of this Agreement in accordance with Section 7.1, the Company shall and shall cause each Company Subsidiary to use commercially reasonable efforts to: (as defined A) conduct their businesses in the Side Agreement)Ordinary Course of Business, (B) preserve intact their present business organizations, (C) maintain satisfactory relations with and keep available the Series D Certificate services of Designations their current officers and other key employees, (as defined in the Series D Exchange AgreementD) or the Agreement of Understanding): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course andpreserve existing relationships with material customers, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customerslenders, suppliers, distributors, creditors, lessors distributors and others having material business associates; provided, however, that relationships with the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement or any Company Subsidiary and may continue to de-emphasize its sales and licensing of its multifunction products business.(E) not: (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (iiA) amend its certificate of incorporation or by-laws; bylaws (iiiexcept as required under Section 1.4) or equivalent organizational documents; (B) split, combine combine, subdivide or reclassify its outstanding any shares of its capital stock; ; (ivC) declare, set aside or pay any dividend (whether payable in cash, stock or property in property) with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any (except with respect to shares of its the capital stockstock of a Company Subsidiary that is directly or indirectly wholly-owned by the Company); (cD) neither it nor form any of its Subsidiaries shall Subsidiary; (iE) issue, sell, pledge, transfer, deliver, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments options or rights of any kind to acquire, any shares of its capital stock, voting securities, phantom stock, phantom stock rights, stock based performance units or other securities that derive their value by reference to such capital stock or voting securities, other than: (i) the issuance of any class or any other property or assets (other than Company Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of Company Options outstanding as of the Exchange Warrants or date of this Agreement and listed in Part 3.5 of the Other Warrants)Company Disclosure Schedule in accordance with their present terms; (ii) other than the issuance of Company Shares upon the exercise of Company Rights; (iii) the grant of Company Options, with a per share exercise price equal to the closing price of a Company Share on the date of grant, to employees in the ordinary Ordinary Course of Business, not to exceed options to purchase more than 75,000 Company Shares in the aggregate; and usual course (iv) the issuance of business and except for sales permitted by and made in accordance with Section 9(cCompany Shares under the Company ESPP; (F) of the Term Loan Agreement, transfer, lease, licenseor license to any third party, or Encumber (except for Permitted Encumbrances), any material assets of the Company or any Company Subsidiary other than: (i) sales in the Ordinary Course of Business; (ii) leases or rentals of equipment in the Ordinary Course of Business; (iii) dispositions of obsolete equipment; or (iv) Encumbrances permitted by Section 5.1(j)(iv) below; (G) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire any shares of its capital stock, except shares repurchased from employees or former employees of the Company or any Company Subsidiary upon the exercise of repurchase rights pursuant to and in accordance with the terms of a Contract in effect on the date of this Agreement (a true and complete copy of which has been made available to Parent); (H) acquire (whether pursuant to merger, stock or asset purchase or otherwise) or lease (i) any asset or assets in one transaction or any series of related transactions involving payments (whether to be made at or after the time of such transaction or transactions) in excess of $1,000,000 individually or $10,000,000 in the aggregate or that would adversely affect the ability of Parent or the Company to obtain approval of the Merger under the HSR Act or the antitrust or anti-competition Legal Requirements of foreign countries, except for (A) purchases of raw materials, equipment and supplies in the Ordinary Course of Business or (B) capital expenditures (which are subject to subsection (u) below), or (ii) any equity interests in any Person or any business or division of any Person (except for marketable securities acquired by the Company from time to time in connection with its normal cash management activities) or all or substantially all of the assets of any Person (or business or division thereof); (I) merge or consolidate with any Person (other than a merger among wholly-owned Company Subsidiaries), or enter into any agreement with respect to the voting of its capital stock or other securities held by the Company or any Company Subsidiary; (J) incur, issue, repurchase, modify or assume any Indebtedness or guarantee any such Indebtedness, except for: (i) short-term borrowings incurred in the Ordinary Course of Business made or incurred in connection with the purchase of raw materials, equipment and supplies and on terms consistent with past practices; and (ii) borrowings pursuant to existing credit facilities, or pursuant to any modification, renewals or replacements of any such credit facilities that do not exceed $500,000 in the aggregate; (iii) borrowings under any new credit facility that do not exceed $500,000 in the aggregate; and (iv) entry into capital leases in the Ordinary Course of Business (and the grant of security interests in the Ordinary Course of Business in connection therewith). (K) assume, guarantee, sellendorse or otherwise become liable or responsible (whether directly, mort- gage, pledge, dispose contingently or otherwise) for the obligations of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liabilityPerson; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition ofloans, advances or capital contributions to, or investment in, assets or stock of or other interest investments in, any other Person other than (A) loans, advances or entitycapital contributions to, or investments in, a Company Subsidiary that is directly or indirectly wholly-owned by the Company in the Ordinary Course of Business, (B) advances to employees in respect of travel and other expenses in the Ordinary Course of Business, and (C) investments made by the Company in marketable securities in connection with its normal cash management activities; (dL) (A) increase benefits under any Company Plan, (B) increase or otherwise change the method for funding or insuring benefits under any Company Plan, except as required by the terms of this Agreementapplicable Legal Requirements, or permitted pursuant to Section 6.11(d(C) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, (i) establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, terminate any Compensation and Benefit Plans or increase the salary, wage, bonus Company Plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA or other compensation any other arrangement that would be an employee benefit plan under ERISA if it were in existence as of any employees; (e) neither it nor any the date of its Subsidiaries shall settle or compromise any material claims or litigation orthis Agreement, except in the ordinary and usual course of businessas required by applicable Legal Requirements, modifyor (ii) establish, adopt, enter into, amend or terminate any collective bargaining agreement, Company Plan that is not an employee benefit plan under ERISA or any A-35 plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan that is not an employee benefit plan under ERISA if it were in existence as of the date of this Agreement, except in the Ordinary Course of Business or as required by applicable Legal Requirements, (D) grant any increase in the rates of salaries, compensation or fringe or other benefits payable to any Executive (other than as required by applicable Legal Requirements or pursuant to non-discretionary provisions of Contracts in effect as of the date hereof that have been disclosed to Parent and, even in the event of Parent's consent to any such increase, only to the extent that the Compensation Committee has duly approved such action as an Employment Compensation Arrangement), (E) grant any increase in the rates of salaries, compensation or fringe or other benefits payable to any employee other than an Executive, except (i) regular cost of living increases in the Ordinary Course of Business, (ii) merit based increases in the Ordinary Course of Business or (iii) equity adjustments (i.e. market based increases) in an amount that does not exceed the lesser of (x) 10% of the employee's base salary before the increase or (y) $10,000 and, in any event, to no more than 20% of the Company's or any Company Subsidiary's employees as of the date of this Agreement) and except, with respect to all of the foregoing, for increases that are required by Legal Requirements or pursuant to non-discretionary provisions of Contracts in effect as of the date hereof that have been disclosed to Parent, (F) grant or pay any bonus of any kind or amount whatsoever to any current or former director or officer or any employee of the Company or any Company Subsidiary (other than commissions payable to sales personnel in accordance with plans in effect as of the date of this Agreement and consistent with past practice and, with respect to employees that are not officers, pursuant to the non-discretionary provisions of Contracts in effect as of the date of this Agreement), (G) grant or pay any severance or termination pay or increase in any manner the severance or termination pay of any current or former director, officer, employee or consultant of the Company or any Company Subsidiary outside the Ordinary Course of Business and other than as required by applicable Legal Requirements or pursuant to non-discretionary provisions of Contracts in effect as of the date hereof that have been disclosed to Parent, (H) waive any material restrictions in any Company Plan or agreements or awards made thereunder, (I) amend or modify any Company Option, except as required pursuant to this Agreement or by applicable Legal Requirements, (J) take any action to secure, accelerate or accelerate the vesting of the payment after the Effective Time of compensation or benefits under any employee plan, Contract or Company Plan, other than as required by applicable Legal Requirements or pursuant to non- discretionary provisions of Contracts in effect as of the date hereof that have been disclosed to Parent, (K) fail to take such action as would be reasonable under the circumstances to enforce any rights of the Company or any Company Subsidiary under any employment agreement, severance agreement, noncompete agreement, nonsolicitation agreement, covenant not to disclose, confidential information or other similar agreement with respect to any current or former employee or independent contractor of the Company or any Company Subsidiary in effect as of the date of this Agreement, or (L) materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company Plan or change the manner in which contributions to any Company Plan are made or the basis on which such contributions are determined; (M) plan, announce, implement or effect any material reduction in labor force, lay-off, early retirement program, or severance program involving the termination of employment of employees of the Company or any Company Subsidiary other than routine employee performance-related terminations; (N) settle or compromise any Legal Proceeding (whether or not commenced prior to the date of this Agreement), other than settlements or compromises of Legal Proceedings where the amount paid (after giving effect to insurance proceeds actually received) in settlement or compromise does not exceed the Company's reserves on its material Contracts books therefor by more than $500,000, or for any Legal Proceeding for which the Company has not yet reserved, in an amount therefor that does not exceed $500,000; (O) except as expressly permitted under Section 5.1(l), enter into any new, or materially amend or prematurely terminate any current, Material Contract or waive, release or assign any material rights or claims; claims under any Material Contract (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary Ordinary Course of Business or where the failure to amend or terminate a Material Contract would, in the reasonable judgment of the Company Board, have a material adverse impact on the Company); (P) enter into any new or renew or amend any existing Contract relating to the distribution of the Company's or any of the Company Subsidiaries' products under which the Company or a Company Subsidiary is obligated or could be expected to pay or receive more than $250,000 in any fiscal year and usual course of business;that is not terminable or cancelable by the Company on less than 91 days notice after the Acceptance Time. (gQ) neither it nor fail to maintain any material Intellectual Property Rights of its Subsidiaries shall take any action the Company or omit (other than omissions in good faith) fail to take any action that would cause any such actions as are reasonable to enforce or prosecute the Intellectual Property Rights of its representations and warranties herein to become untrue the Company in any material respect; and; (hR) neither it nor change any of its Subsidiaries will authorize methods of accounting or accounting practices in any material respect, other than changes required under GAAP; (S) revalue in any material respect any of its assets, including writing down the value of inventory or writing down notes or accounts receivable, other than in the Ordinary Course of Business or as required under GAAP or any Legal Requirement; (T) except as provided in Part 5.1(t) of the Company Disclosure Schedule, (i) make or amend any material Tax election, (ii) settle any material Tax liability, (iii) change any annual Tax accounting period, (iv) change any method of Tax accounting, (v) file any material amendment to a Tax Return, enter into an any closing agreement relating to do any material Tax, (vi) surrender any right to claim a material Tax refund, or (vii) consent to any extension or waiver of the foregoing.statute of limitations period applicable to any material Tax claim or assessment; (U) make any capital expenditure (including pursuant to leases) that is not contemplated by the capital expenditure budget set forth in Part 5.1(u) of the Company Disclosure Schedule (a "Non-Budgeted Capital Expenditure"), except that the Company or any Subsidiary of the Company: (i) may make any Non-Budgeted Capital Expenditure that does not individually exceed $100,000 in amount; and (ii) may make any Non-Budgeted Capital Expenditure that, when added to all other Non-Budgeted Capital Expenditures made by the Company and the Company Subsidiaries since the date of this Agreement, would not exceed $500,000 in the aggregate;

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior through the earlier of the Acceptance Time or the date of termination of this Agreement in accordance with Section 8.1, except (a) to the Effective Time (unless extent Parent shall otherwise approve and except consent in writing, (b) as otherwise set forth on Section 6.1 of the Company Disclosure Schedule, (c) as expressly contemplated by this Agreement and except as required pursuant to this Agreement, (d) as required by applicable Law, or (e) as required by the terms rules and regulations of the Term Loan Agreement NYSE, (i) the Company shall, and shall cause the related loan documentsother Acquired Companies to, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) conduct the business of it and its Subsidiaries shall be conducted the Acquired Companies in all material respects in the ordinary and usual course of business in a manner consistent with past practice and, to the extent consistent therewith, it use reasonable best efforts to, except for actions taken (or not taken) in connection with any COVID-19 Measures, preserve its assets and its Subsidiaries shall use business organization intact in all reasonable efforts to material respects and maintain its existing business relations and goodwill with customers, suppliers, distributorslicensors, creditorsGovernmental Entities, lessors independent contractors, employees and business associates; providedpartners, howeverin each case, that whose business relationships are material to the Acquired Companies, taken as a whole and (ii) without limiting the generality of the foregoing clause (i), the Company may sell those assets which shall not, nor shall it is permitted to dispose permit any of pursuant to and in accordance with its Subsidiaries to, directly or indirectly: (a) amend the terms Company Certificate of Incorporation, the Company Bylaws or other comparable Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock or other Securities of any Acquired Company, other than dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent in the ordinary course of business consistent with past practice, (ii) adjust, split, reverse split, combine, subdivide or reclassify any capital stock or other Securities of the Company or any of its Subsidiaries; , (iii) except as expressly permitted in Section 6.1(c), issue or authorize the issuance of any other Securities in respect of, in lieu of or in substitution for, shares of capital stock or any other Securities of any Acquired Company, or (viv) repurchasepurchase, redeem redeem, repurchase or otherwise acquire, directly or indirectly, any Securities of any Acquired Company, except for acquisitions of shares of Company Common Stock by the Company in satisfaction of the applicable exercise price and/or withholding Taxes in connection with the Stock Option Plansexercise, vesting or permit settlement of any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockCompany Compensatory Awards; (c) neither it nor any of its Subsidiaries shall (i) issue, deliver, sell, modify, grant, pledge, transfer, subject to any Encumbrance or dispose of or encumber any shares of, or securities convertible into authorize the same with respect to, directly or exchangeable or exercisable forindirectly, or options, warrants, calls, commitments or rights any Securities of any kind to acquireAcquired Company, any other than the issuance of shares of its capital stock Company Common Stock upon the exercise of any class Company Options or any other property the settlement of Company DSUs or assets (other than Shares issuable pursuant to options Company RSUs that are in each case outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable (or permitted to be granted pursuant to this Agreement after the Stock Purchase Plandate hereof as set forth on Section 6.1(c) of the Company Disclosure Schedule), options issuable pursuant to in accordance with the respective terms of the Directors' Plan (as defined in Section 6.11(a))such Company Options, Shares issuable upon the conversion of Series B SharesCompany DSUs or Company RSUs, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course amend any term of business and except for sales permitted by and made in accordance with Section 9(c) any Security of the Term Loan AgreementAcquired Companies (in each case, transferwhether by merger, lease, license, guarantee, sell, mort- gage, pledge, dispose of consolidation or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityotherwise); (d) adopt a plan or agreement of, or resolutions providing for or authorizing, or effect, any complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, in each case with respect to any of the Acquired Companies; (e) except as required by any Company Benefit Plan in existence as of the terms of this Agreementdate hereof, or permitted pursuant to Section 6.11(d(i) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make materially amend or terminate any new grants Company Benefit Plan, or awards underany plan, reprice program, policy, practice, agreement or substitute other arrangement that would be a Company Benefit Plan if it had been in existence on the date of this Agreement (other than offer letters that provide for at-will employment without any options previously granted underseverance, termination, change in control or similar benefits, other than severance benefits in accordance with (and not to exceed amounts permitted by) the Acquired Company policy set forth on Section 6.1(e)(i) of the Company Disclosure Schedule); (ii) grant or pay, or commit to grant or pay, any bonus, incentive or profit-sharing award or payment, or increase the base salary and/or cash bonus opportunity or other compensation to any director, officer, employee, or consultant of any Acquired Company, except in each case, (A) as required by applicable Law or any Company Benefit Plan in effect as of the date of this Agreement, or (B) in the case of increases in annual base salaries and the payment or grant of cash incentive compensation payable to any of its current employees at the rank or title below the rank or title of Vice President, at times and in dollar amounts in the ordinary course of business in connection with the Company’s annual salary review process consistent with past practice; (iii) accelerate or take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any current or former director, officer, employee, or consultant of any Acquired Company; (iv) enter into, extend, amend or otherwise modify, or terminate any Compensation and Benefit Plans or increase the salaryemployment, wageseverance, bonus termination, change in control, retention, individual consulting or other similar agreement with any current or former director, officer, employee, or consultant of, or individual service provider to, any Acquired Company (other than offer letters that provide for at-will employment without any severance, termination, change in control or similar benefits, other than severance benefits in accordance with (and not to exceed amounts permitted by) the Acquired Company policy set forth on Section 6.1(e)(i) of the Company Disclosure Schedule for newly hired employees or individual service providers who are hired in the ordinary course of business and consistent with past practice and whose annual base compensation does not exceed $250,000 individually); (v) communicate with the employees of any employeesAcquired Company regarding the compensation, benefits or other treatment they will receive following the Effective Time, unless such communication is (A) approved by Parent in advance of such communication or (B) required by applicable Law; or (vi) except as may be required by GAAP, materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or materially change the manner in which contributions to such plans are made or the basis on which such contributions are determined; (ef) neither it nor hire, promote or terminate the employment of (other than for cause, death or disability) any employee with annual base compensation above $250,000; (g) take any action requiring notice to employees, or triggering any other obligations, under WARN, or any similar state, local or foreign Law, prior to the Closing; (h) waive, release or limit any restrictive covenant of any current or former employee or independent contractor of an Acquired Company; (i) make any loan or advance to (other than travel and similar advances to its employees in the ordinary course of business and consistent with past practice), or capital contribution to, or investment in, any Person (other than wholly owned Subsidiaries of the Company in the ordinary course of business consistent with past practice); (j) forgive any loans or advances to any officers, employees or directors of the Acquired Companies or change its existing borrowing or lending arrangements for or on behalf of any of its Subsidiaries shall settle such Persons pursuant to an employee benefit plan or compromise any material claims or litigation orotherwise, except in the ordinary course of business in connection with relocation activities to any employees of the Acquired Companies; (k) agree to or otherwise commence, release, compromise, assign, settle or resolve, in whole or in part, any threatened or pending Legal Proceeding or insurance claim, other than settlements that result solely in monetary obligations involving payment (without the admission of wrongdoing) by an Acquired Company of an amount not greater than $500,000 (net of insurance proceeds) in the aggregate for all such matters; (l) fail to use commercially reasonable efforts to maintain in effect material insurance policies covering the Acquired Companies and usual their respective properties, assets and businesses; (m) acquire any Entity, business, or all or a material portion of the assets, or equity interest of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, joint venture, purchase of assets, merger, consolidation, or otherwise), or acquire any real property or ownership interest therein; (i) sell, lease, license, pledge, transfer, abandon, mortgage, lease (as lessor), subject to any Encumbrance or otherwise dispose of any assets (including Intellectual Property Assets), business, properties or rights of the Acquired Companies, except (A) pursuant to existing Contracts or Leases or commitments in effect as of the date hereof, (B) issuance of non-exclusive licenses to its customers in the ordinary course of business consistent with past practice, (C) sales of used and obsolete equipment in the ordinary course of business and consistent with past practice, or (D) Permitted Encumbrances incurred in the ordinary course of business, or (ii) enter into any new line of business or (iii) create any new Subsidiaries or Joint Ventures; (i) cancel, dedicate to the public, disclaim, forfeit, reissue, reexamine or abandon without filing a substantially identical counterpart in the same jurisdiction with the same priority or allow to lapse (except with respect to Patents expiring in accordance with their terms) any Company Intellectual Property Assets; (ii) fail to make any filing, pay any fee, or take any other action necessary to prosecute and maintain in full force and effect any material Company Intellectual Property Asset, including, allowing patent families with pending applications to close by not filing a continuing application; (iii) make any change in a Company Intellectual Property Asset that is or would reasonably be expected to materially impair such Company Intellectual Property Asset or the Acquired Companies’ rights with respect thereto; (iv) impair an Acquired Companies’ right to use any of the Intellectual Property Assets necessary for or otherwise material to the conduct of the Acquired Companies’ businesses as currently conducted; (v) disclose to any Person, any Trade Secrets, know-how or confidential or proprietary information, except, in the case of confidential or proprietary information, in the ordinary course of business; or (vi) fail to take or maintain reasonable measures to protect the confidentiality and value of material Trade Secrets included in the Company Intellectual Property Assets; (p) except as expressly required pursuant to the terms thereof, (i) pay, discharge or satisfy any Indebtedness that has a prepayment cost, “make whole” amount, prepayment penalty or similar obligation (other than Indebtedness incurred by the Company or its wholly owned Subsidiaries and solely owed to the Company or its wholly owned Subsidiaries) or (ii) cancel any material Indebtedness (individually or in the aggregate) owing to any Acquired Company or settle, waive or amend any claims or rights of substantial value; (q) make any material change to the accounting methods, policies and procedures of the Acquired Companies, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act; (r) (i) incur, create, assume or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for any Indebtedness, including by the issuance of any debt security (or any option, warrant, call or similar right to acquire any debt security), except (A) for borrowings under the Company’s current credit facilities in the ordinary course of business (including with respect to equipment leasing), or (B) in respect of Indebtedness owing by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, in the ordinary course of business consistent with past practice, or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Indebtedness or obligations of any Person (other than any wholly owned Subsidiary of the Company); (s) make or agree to make any capital expenditures exceeding $500,000 in the aggregate; (i) make or change any material Tax election or adopt or change any material method of Tax accounting; (ii) file any material amended Tax Return; (iii) settle or compromise any audit, assessment or other proceeding relating to a material amount of Taxes; (iv) agree to an extension or waiver of the statute of limitations with respect to material Taxes; (v) 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 any material Tax; (vi) surrender any right to claim a material Tax refund; (vii) enter into any Tax sharing, indemnification or allocation agreement (other than any such agreement entered into in the ordinary course of business the principal purpose of which is not Taxes); or (viii) take or permit any action or engage in any transaction outside the ordinary course of business from the date of this Agreement through the Closing Date which could give rise to a material U.S. income inclusion under Section 951 of the Code; (u) materially amend, materially modify, amend enter into or terminate any labor, collective bargaining, works council or similar agreement regarding the employees of its material Contracts any Acquired Company; (v) negotiate, amend, extend, renew, terminate or enter into, or agree to any amendment or modification of, or waive, release or assign any material rights under, any Material Contract, any Contract that would have been a Material Contract or claims; (f) neither a Lease had it nor been entered into prior to the date of this Agreement or any of its Subsidiaries shall make Lease for any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated Leased Real Property, except in the case of any Contract of the type described in Section 4.10(a)(ii), in the ordinary and usual course of business;business consistent with past practice; provided, however, that the foregoing exception shall not apply to any Contract that requires or provides for consent, acceleration, termination or any other material right or consequence triggered in whole or in part by the Offer, the Merger or any of the other Transactions; or (gw) neither it nor any of its Subsidiaries shall take any action authorize, commit or omit (other than omissions in good faith) agree to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize do, or enter into any Contract to do, or announce an agreement intention to do do, any of the foregoing actions. Notwithstanding the foregoing, nothing contained in this Agreement shall give to Parent or Merger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time.

Interim Operations of the Company. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after during the date hereof and prior period from the Original Agreement Date to the Effective Time earlier of termination of this Agreement in accordance with Section 8.1 and the Closing (unless Parent shall otherwise approve and the “Interim Period”), except as otherwise expressly contemplated required by this Agreement and except Agreement, or as required pursuant consented to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interestin advance in writing by Parent, the Side AgreementCompany shall, the Series D Exchange Agreement and shall cause each Company Subsidiary to, (as defined i) conduct its business in the Side Agreement), the Series D Certificate of Designations Ordinary Course and in compliance in all material respects with applicable Laws and (as defined in the Series D Exchange Agreementii) or the Agreement of Understanding): (a) the business of it and use its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable best efforts to (A) preserve intact its present business organization, (B) keep available the services of and retain its directors, officers and key employees and (C) maintain and preserve existing relationships with its existing relations and goodwill with suppliers, vendors, customers, suppliersemployees, distributors, creditors, lessors insurers and others having material business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance relationships with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products businessit. (b) it The Company agrees that, during the Interim Period, except as otherwise expressly required by this Agreement, as required by applicable Law (including as may be compelled by any Governmental Entity), as set forth on Schedule 5.1(b) or as consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each Company Subsidiary not to: (i) issueamend, sellmodify, pledge, dispose of waive or encumber any capital stock owned by it in fail to enforce any of its Subsidiaries; respective Governing Documents or the Stockholder Agreements; (ii) amend issue or sell, or authorize to issue or sell, any shares of its certificate capital stock, membership interests or any other Equity Interests, as applicable, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options (including Company Options), warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of, any shares of incorporation its capital stock, membership interests or by-laws; any other Equity Interests, as applicable (other than issuances of shares of Company Common Stock pursuant to Section 2.8, substantially in the form made available to Parent, in the Ordinary Course to newly hired employees and other service providers which are included in Company Fully Diluted Shares); (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchasecombine, redeem or otherwise acquire, except in connection with the Stock Option Plansreclassify, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock stock, membership interests or any securities convertible into or exchangeable or exercisable for any shares of its capital stockother Equity Interests, as applicable; (civ) neither it nor make, declare, set aside or pay any dividend or make any other distribution, in each case whether in cash, stock or otherwise; (v) make any change to any of the cash management practices of the Company or any Company Subsidiary, including deviating from or altering any of its Subsidiaries shall practices, policies or procedures in paying accounts payable or collecting accounts receivable; (vi) make any change to any policy or practice regarding extensions of credit, prepayments, sales, recognition of deferred revenue, collections, receivables or payment of accounts with respect to its business or accelerate or delay the payment or receipt of any payables or receivables; (vii) (A) grant any material refunds, credits, rebates or allowances (or offer new discounts/rebates/credits or allowances) to customers or (B) give any discount, accommodation or other concession other than in the Ordinary Course, in order to accelerate or induce the collection of any receivable; (viii) take any action or fail to take any action that would have, or could reasonably be expected to have, the effect of (i) issue, sell, pledge, dispose of delaying or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights postponing the payment of any kind to acquire, any shares of its capital stock of any class accounts payable or commissions or any other property or assets (other than Shares issuable pursuant liability to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant post-Closing periods that would otherwise be expected to occur prior to the Stock Purchase PlanClosing, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) accelerating the collection of (or discount) any accounts or notes receivable to pre-Closing periods that would otherwise be expected to occur after the Closing; (ix) other than in connection with the ordinary and usual course Company Financings, (A) incur any Indebtedness in excess of business and except for sales permitted by and made $250,000 in accordance the aggregate, or (B) make any loans or advances to any other Person; (x) other than in connection with Section 9(c) the Company Financings, cancel or forgive any Indebtedness in excess of $250,000 in the aggregate owed to the Company or any of the Term Loan Company Subsidiaries, other than Indebtedness of the Company to a Company Subsidiary or Indebtedness for borrowed money of a Company Subsidiary to the Company or to another Company Subsidiary that does not result in a material post-Closing Tax or other liability; (xi) except as may be required by guidance from the Staff of the SEC regarding the accounting policies of Parent that are generally applicable to special purpose acquisition companies or Parent’s accountants, Law or GAAP, make any material change in the financial accounting methods, principles or practices of the Company or any Company Subsidiary (or change an annual accounting period); (xii) except as required by Law (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Taxes, (C) change any Tax period, (D) adopt or change any material method of Tax accounting, (E) file any amended income or other material Tax Return, (F) enter into any closing agreement related to any Tax or request any Tax ruling from a Tax authority or (G) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (xiii) enter into, renew, modify or amend any Company Affiliate Agreement (or any Contract, that if existing on the Original Agreement Date, would have constituted a Company Affiliate Agreement); (xiv) grant or otherwise create or consent to the creation of any Lien (other than a Permitted Lien) on any of its material assets, Owned Real Properties or Leased Real Properties; (xv) sell, lease, license, permit to lapse, abandon or otherwise dispose of any of its material properties or assets that are material to its business (excluding Intellectual Property which is addressed in Section 5.1(b)(xvi)), except sales of inventory in the Ordinary Course; (xvi) sell, assign, transfer, lease, license, guaranteeabandon, selllet lapse or expire, mort- gage, pledgecancel, dispose of, or subject to any Lien (other than Permitted Liens) any Intellectual Property, except non-exclusive licenses of Intellectual Property granted in the Ordinary Course or encumber the expiration of registered Intellectual Property at the end of its statutory term; (xvii) (A) amend, extend, renew, assign or otherwise modify any other property Company Material Contract (or assets (including capital stock any Contract that would have been a Company Material Contract if not so amended, extended, renewed, assigned or otherwise modified as of the Original Agreement Date) in any manner less favorable to the Company or any of its SubsidiariesSubsidiaries than prior to such amendment or modification, (B) or incur or modify enter into any material indebtedness or other liability; Contract that would have been a Company Material Contract if entered into prior to the Original Agreement Date, or (iiiC) make terminate any Company Material Contract (or authorize or commit for any capital expenditures Contract that would have been a Company Material Contract if entered into prior to the Original Agreement Date), in each case other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityOrdinary Course; (dxviii) waive or release any noncompetition, nonsolicitation, nondisparagement, nondisclosure or other restrictive covenant obligation of any current or former employee or independent contractor other than in the Ordinary Course; (xix) hire, engage or terminate (without cause) furlough or temporarily layoff any employee or independent contractor with annual compensation in excess of $250,000; (xx) except as required by under applicable Law or the terms of this Agreement, or permitted pursuant to Section 6.11(d(as in effect on the Original Agreement Date) of this Agreementany Company Benefit Plan set forth on Schedule 3.16(a), and except for option grants pursuant (A) grant or agree to grant to any employee, officer, director or independent contractor of the Directors' Plan, neither it nor Company or any of its the Company Subsidiaries shall terminateany increase in (i) wages or bonus (except in connection with promotions in the Ordinary Course) or (ii) severance, establishprofit sharing, retirement, insurance or other compensation or benefits, (B) adopt, enter intointo or establish any plan or arrangement that would be a Company Benefit Plan if it was in effect on the Original Agreement Date (except with respect to employment or consulting Contracts which would not be Company Material Contracts if in effect on the Original Agreement Date), or amend, modify, terminate, or agree to amend, modify or terminate any existing Company Benefit Plans (except for group welfare insurance policy renewals in the Ordinary Course), (C) accelerate the time of payment, vesting or funding of any compensation or benefits under any Company Benefit Plan or otherwise (including any plan or arrangement that would be a Company Benefit Plan if it was in effect on the Original Agreement Date) or (D) make any new grants personnel change to the management of the Company, including the hiring of additional officers or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation termination (except for cause) of any employeesexisting officers; (exxi) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation orunless required by Law, except in the ordinary and usual course of business, (A) modify, amend negotiate, extend, terminate or terminate enter into any CBA, or (B) recognize or certify any labor union, labor organization, works council, or group of its material Contracts employees as the bargaining representative for any employees of the Group Companies; (xxii) implement or announce any employee layoffs or furloughs, reductions in force, reductions in compensation, hours or benefits, work schedule changes or similar actions that could implicate the WARN Act; (xxiii) pay, discharge, compromise, waive, release release, assign or assign settle any material rights or claimspending or threatened Actions (whether civil, criminal, administrative or investigative) against the Company or any Company Subsidiary (A) involving payments in excess of $150,000 in any single instance or in excess of $250,000 in the aggregate, (B) seeking material injunctive or other equitable remedy, (C) which imposes any material restrictions on the operations of the Company or any Company Subsidiary or (D) by the Equity Holders or any other Person, which relates to the transactions contemplated by this Agreement; (fxxiv) neither it nor make or incur any capital expenditures that in aggregate exceed $100,000 in excess of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee the Company’s annual capital expenditure budget for periods following the Original Agreement Date made available to be cancelled or terminated except in the ordinary and usual course of businessParent; (gxxv) neither it nor buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (A) inventory and supplies in the Ordinary Course, or (B) other assets in an amount not to exceed $150,000 individually or $250,000 in the aggregate; (xxvi) merge or consolidate the Company or any Company Subsidiary with any other Person, or adopt or effect a plan of its Subsidiaries shall complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (xxvii) enter into any new line of business, except as expressly set forth in any business plan made available to Parent; (xxviii) fail to maintain the Insurance Policies or comparable replacement policies consistent with levels maintained by the Company and each Company Subsidiary as of the Original Agreement Date; (xxix) take any action or omit enter into any transaction, the effect of which might reasonably be expected to impair, delay, or prevent any required approvals or expiration or terminations of waiting periods under antitrust or competition Laws, including expiration of the waiting period of the HSR Act, or any extension thereof; (other than omissions in good faithxxx) make political contributions to political candidates or political action committees; (xxxi) take any action that would cause any is reasonably likely to prevent, delay or impede the consummation of its representations and warranties herein to become untrue in any material respect; andthe Mergers or the other transactions contemplated by this Agreement; (hxxxii) neither issue any Post-Signing Company Convertible Notes for an amount less than the principal amount of such Post-Signing Company Convertible Notes; or (xxxiii) authorize any of, or commit or agree to take any of, the foregoing actions in respect of which it nor any is restricted by the provisions of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingthis Section 5.1.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and prior to the earliest of the Board Control Date, the Effective Time (unless Parent shall otherwise approve and the date on which this Agreement is terminated, except as otherwise expressly contemplated or permitted by this Agreement and except Agreement, as necessary to effectuate the Transactions, as set forth on Section 7.1 of the Company Disclosure Schedule, or as required pursuant to by applicable Law or existing contractual obligations or with the terms prior written consent of the Term Loan Agreement and the related loan documentsParent (which consent shall not be unreasonably withheld, including the repayment of any principal delayed or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreementconditioned), the Series D Certificate of Designations (as defined Company shall, and shall cause its Subsidiaries to, operate in the Series D Exchange Agreement) or the Agreement ordinary course of Understanding):business consistent with past practice and shall not, and shall cause its Subsidiaries not to: (a) declare, set aside or pay any dividend or distribution (in cash, stock or otherwise) on any Shares, Series A Preferred Shares or other equity or voting interest of the business Company or purchase, redeem or repurchase any Shares, Series A Preferred Shares or other equity or voting interest of it and its Subsidiaries shall be conducted the Company, except for the acquisition of Shares (i) from holders of Company Options to pay the exercise price of Company Options or from holders of Company Options, Company Restricted Stock or Company RSUs to satisfy Tax related obligations, in the ordinary and usual course and, each case to the extent consistent therewithrequired or permitted under the terms of such Company Options, it and or (ii) upon the forfeiture of Company Options, shares of Company Restricted Stock or Company RSUs pursuant to their terms as in effect on the date hereof; (b) except for the issuance of shares of capital stock by any Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company, issue, sell, pledge, transfer or dispose of any shares of its capital stock or other equity or voting interest of the Company or its Subsidiaries shall use all reasonable efforts or securities exercisable or convertible into, or exchangeable or redeemable for, any such shares or other equity or voting interest, or any rights, warrants, options, calls or commitments to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associatesacquire any such shares or other equity interest; provided, however, that the Company may sell those assets which it is permitted to dispose (i) issue shares of pursuant to Company Common Stock upon the vesting of Company RSUs or the exercise of any Company Option outstanding as of the date hereof and in accordance with the its current terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding issue shares of capital stock; (iv) declare, set aside Company Common Stock in the conversion or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any exchange of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockSeries A Preferred Stock; (c) neither it nor split, combine, subdivide or reclassify any Company Common Stock, Series A Preferred Stock or other equity interests of its Subsidiaries shall the Company; (i) issueincur any Indebtedness, sellexcept for (A) Indebtedness incurred under the Company’s existing credit facility or incurred to replace, pledgerenew, dispose extend, refinance or refund any existing Indebtedness, (B) Indebtedness the aggregate amount of which at any one time outstanding does not exceed $3,000,000, (C) Indebtedness incurred solely between or encumber any shares ofamong the Company and its wholly owned Subsidiaries or (D) guarantees of Indebtedness otherwise permitted under this Section 7.1(d), or securities convertible into (ii) make any loans, advances or exchangeable or exercisable forcapital contributions to, or optionsinvestments in, warrantsany other Person other than (x) loans, calls, commitments advances or rights capital contributions or investments between or among the Company and its wholly owned Subsidiaries and (y) investments made in the ordinary course of business in accordance with the Company’s current cash management investment policies; (e) amend the Company Charter (including the Series A Certificate of Designation) or Company Bylaws or the equivalent organizational documents of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms Subsidiary of the Directors' Plan Company; (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (iii) other than in the ordinary and usual course of business and except for sales permitted by and made consistent with past practice, modify or amend in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend respect or terminate any of its material Contracts Material Contract (or any Contract which would have been, if entered into prior to the date hereof, a Material Contract), or waive, release or assign any material rights or claims; claims thereunder, or (fii) neither it nor enter into any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as Contract which would have been, if entered into prior to the date hereof, a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of businessMaterial Contract; (g) neither it nor voluntarily adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization; (h) acquire or dispose of (by merger, consolidation or acquisition or disposition of stock or other equity or voting interest or of assets) any Person or business or division thereof, other than assets acquired or disposed in the ordinary course of its Subsidiaries shall business (for the avoidance of doubt other than by merger, consolidation or acquisition or disposition of stock or other equity or voting interest) and investments made in the ordinary course of business in accordance with the Company’s current cash management investment policies; (i) other than in the ordinary course of business consistent with past practice, sell, transfer, assign, license, pledge, encumber, abandon, dedicate to the public, permit to lapse, fail to maintain, or otherwise dispose of any material Intellectual Property; (j) make any capital expenditures or enter into any commitments for capital expenditures, capital additions or capital improvements in excess of $2,200,000 in the aggregate, subject to the restrictions on capital expenditures, capital additions or capital improvements as set forth in Section 7.1(j) of the Company Disclosure Schedule. (k) settle any Action or waive any right thereto in excess of $100,000 individually or $500,000 in the aggregate (in each case with respect to any Action, determined net of any amounts in respect of insurance coverage paid under the relevant insurance policy in respect of such Action); (l) other than as required by Benefit Agreements or Benefit Plans in effect as of the date hereof, (i) grant or provide any change of control, severance, retention, termination or similar payments or benefits to any Participant, (ii) increase the compensation, bonus opportunity or other benefits of any Participant, (iii) pay to any Participant any compensation or benefit not provided for any Benefit Plan or Benefit Agreement, other than the payment of base cash compensation in the ordinary course of business consistent with past practice, (iv) establish, adopt, terminate or amend any Benefit Plan or Benefit Agreement, except as required by Law, (v) enter into trust, annuity or insurance Contract or similar agreement or take any other action to fund or otherwise secure the payment of any compensation or benefit, or (vi) take any action to accelerate the time of payment or omit vesting of any compensation or benefit; (m) enter into a collective bargaining, works council or similar agreement applicable to employees of the Company or its Subsidiaries other than to replace, supplement or extend a CBA that has expired or is reasonably expected to expire before the Effective Time; (n) change in any material respect any of the accounting methods used by the Company unless required by GAAP (including to permit the audit of the Company’s financial statements in compliance therewith), other applicable accounting rules or applicable Law; (o) (i) revoke or change any material Tax election, (ii) change any material Tax accounting method, policy or practice except as required by the Code or (iii) settle or compromise any material Tax liability or refund; (p) redeem the Rights or amend, modify or terminate the Rights Agreement, or render it inapplicable to (or otherwise exempt from the application of the Rights Agreement) any Person or action (other than omissions Parent and Purchaser in good faithconnection with the execution, delivery and performance of this Agreement); (q) enter into any Related Party Transaction required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act; (r) take any action that would constitute a Liquidation Event (as defined in the Series A Certificate of Designation) or cause any the Stated Value to change from the Stated Value as in effect on the date of its representations and warranties herein to become untrue in any material respectthis Agreement; andor (hs) neither it nor any of its Subsidiaries will authorize or enter into an agreement any Contract to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the date hereof and prior to period from the Original Agreement Date through the earlier of the Effective Time or the date of termination of this Agreement in accordance with Section 7.1, except (unless a) to the extent Parent shall otherwise approve and except consent in writing, (b) as otherwise set forth on Section 5.1 of the Company Disclosure Schedule, (c) as expressly contemplated by this Agreement and except as required pursuant to this Agreement, (d) as required by applicable Law, or (e) as required by the terms rules and regulations of the Term Loan Agreement NYSE, (i) the Company shall, and shall cause the related loan documentsother Acquired Companies to, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) conduct the business of it and its Subsidiaries shall be conducted the Acquired Companies in all material respects in the ordinary and usual course of business in a manner consistent with past practice and, to the extent consistent therewith, it use reasonable best efforts to, except for actions taken (or not taken) in connection with any COVID-19 Measures, preserve its assets and its Subsidiaries shall use business organization intact in all reasonable efforts to material respects and maintain its existing business relations and goodwill with customers, suppliers, distributorslicensors, creditorsGovernmental Entities, lessors independent contractors, employees and business associates; providedpartners, howeverin each case, that whose business relationships are material to the Acquired Companies, taken as a whole and (ii) without limiting the generality of the foregoing clause (i), the Company may sell those assets which shall not, nor shall it is permitted to dispose permit any of pursuant to and in accordance with its Subsidiaries to, directly or indirectly: (a) amend the terms Company Certificate of Incorporation, the Company Bylaws or other comparable Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock or other Securities of any Acquired Company, other than dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent in the ordinary course of business consistent with past practice, (ii) adjust, split, reverse split, combine, subdivide or reclassify any capital stock or other Securities of the Company or any of its Subsidiaries; , (iii) except as expressly permitted in Section 5.1(c), issue or authorize the issuance of any other Securities in respect of, in lieu of or in substitution for, shares of capital stock or any other Securities of any Acquired Company, or (viv) repurchasepurchase, redeem redeem, repurchase or otherwise acquire, directly or indirectly, any Securities of any Acquired Company, except for acquisitions of shares of Company Common Stock by the Company in satisfaction of the applicable exercise price and/or withholding Taxes in connection with the Stock Option Plansexercise, vesting or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights settlement of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityCompany Compensatory Awards; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof of this Agreement through the earlier of the Closing and prior the date of termination of this Agreement, except (i) to the Effective Time (unless extent Parent shall otherwise approve consent in writing, which consent (other than in the case of clauses “(h)” and except “(j)(iii),” and clause “(o)” solely with respect to clauses ‘‘(h)” and “(j)(iii)”) shall not be unreasonably withheld, conditioned or delayed, (ii) as otherwise set forth in the Disclosure Schedule, (iii) as expressly required, contemplated or permitted by this Agreement, (iv) as may be necessary to carry out the transactions contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement or (v) as defined in the Side Agreement)may be required to comply with any Legal Requirements, the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a1) the Company shall, and shall cause each Company Subsidiary to, conduct its business of it and its Subsidiaries shall be conducted in the ordinary course of business and usual course andshall use, and shall cause each Company Subsidiary to the extent consistent therewithuse, it its reasonable best efforts to preserve its business organizations intact and its Subsidiaries shall use all commercially reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors suppliers (including business partners and business associates; provided, however, that other Persons with which the Company may sell those assets which it is permitted to dispose of pursuant to has material business relationships) and in accordance with employees, and (2) the terms of the Term Loan Agreement Company shall not (and may continue to de-emphasize shall not permit any Company Subsidiary to): (a) amend its sales and licensing of its multifunction products business.Organizational Documents; (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine combine, subdivide or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any other equity interests or securities convertible into or exchangeable into or exercisable for any shares of its capital stock;stock or other equity interests; 22 (c) neither it nor declare, set aside, establish a record date for, make or pay any dividend or other distribution (whether payable in cash, stock or property) with respect to any shares of its the Company’s capital stock or the capital stock or other equity interests of any Company Subsidiaries shall (except dividends paid by any direct or indirect wholly-owned Company Subsidiary to the Company or to any other direct or indirect wholly-owned Company Subsidiary); (d) (i) merge or consolidate the Company or any Company Subsidiary with any other Entity, (ii) make any acquisition or divestiture (whether by merger, consolidation, or acquisition of stock or assets) of any interest in any Person or any division or material assets thereof, (iii) form any material Subsidiary or acquire or divest any equity interest in any other Entity, or (iv) adopt or enter into a plan or agreement of complete or partial liquidation, dissolution or other reorganization of the Company or any of the Company Subsidiaries (other than the Merger), in each case other than (A) purchases of inventory in the ordinary course of business, (B) purchases of assets (other than capital assets, the permitted expenditures for which are addressed in Section 4.1(m)) up to an amount equal to $7,500,000 in the aggregate, (C) acquisitions pursuant to contracts in effect as of the date of this Agreement, true and correct copies of which have been made available to Parent prior to the date hereof, (D) acquisitions (other than those set forth in clauses “(A),” “(B)” and “(C)” of this sentence) and divestitures with an aggregate value or purchase price for all such acquisitions and divestitures not in excess of the amount set forth in Part 4.1(d) of the Disclosure Schedule and (E) any equity interest constituting a short term investment made in the ordinary course of business; (e) except in connection with any transaction solely between the Company and any Subsidiary or Subsidiaries of the Company or among any Subsidiaries of the Company, issue, sell, pledge, grant, transfer, encumber or otherwise dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments warrants or rights of any kind to acquire, any shares of of, its capital stock of any class or any other property or assets (equity interests, other than (i) Company Shares issuable upon exercise of Company Options outstanding on the date of this Agreement, (ii) Company Shares issuable pursuant to options Company Restricted Stock Units outstanding on the date hereof under the Stock Option Plansof this Agreement, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), iii) Company Shares issuable upon the conversion of Series B Sharesthe Convertible Debt outstanding on the date of this Agreement, and (iv) in satisfaction of contractual commitments existing on the exchange date of this Agreement; (f) except in connection with any transaction solely between the Company and any Subsidiary or Subsidiaries of the Series B Shares for the Series D Shares Company or Shares issuable upon the exercise among any Subsidiaries of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan AgreementCompany, transfer, lease, license, guaranteesurrender, sellabandon or allow to lapse or expire or otherwise dispose of, mort- gageor cause to become subject to any Lien (other than a Permitted Encumbrance), pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness assets of the Company or other liability; or (iii) make or authorize or commit for any capital expenditures Company Subsidiary, other than (i) in the ordinary and usual course of business orbusiness, by any means, make any acquisition of, (ii) pursuant to contracts or investment in, assets or stock commitments existing as of or other interest in, any other Person or entity; (d) except as required by the terms date of this Agreement, or (iii) as security for any borrowings permitted by Section 4.1(h); (g) repurchase, redeem or otherwise acquire any Company Shares, except (i) Company Shares repurchased from employees or consultants or former employees or consultants of the Company or any Subsidiary of the Company pursuant to Section 6.11(dthe exercise of repurchase rights existing on the date of this Agreement or as set forth on Part 4.1(g) of the Disclosure Schedule or (ii) Company Shares received in payment of the exercise price, or received in payment of withholding taxes incurred, in connection with the exercise of Company Options outstanding on the date of this Agreement or the lapse of restrictions on restricted Company Shares or Company Restricted Stock Units outstanding on the date of this Agreement; (h) (x) incur any indebtedness for borrowed money or guarantee any such indebtedness, issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any Company Subsidiary, or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person (other than the Company or any direct or indirect wholly-owned Company Subsidiary) for borrowed money, except for (i) short-term borrowings incurred in the ordinary course of business, (ii) borrowings and issuances of letters of credit pursuant to existing credit facilities or pursuant to any modifications, renewals or replacements of any such credit facilities, in the ordinary course of business or 23 with respect to the repayment or repurchase of the Convertible Debt in accordance with its terms, and (iii) purchase money financings and capital leases entered into in the ordinary course of business, in all cases of clauses “(i)” through ‘‘(iii),” that would not exceed at any time the sum of (A) the aggregate principal amount of such indebtedness and obligations outstanding as of the date of this Agreement, and except for option grants pursuant plus (B) $10,000,000, in the aggregate, or (y) make any loans, advances or capital contributions to or investments in any Person (other than the Directors' Company or any Company Subsidiary or Subsidiaries) in excess of $2,000,000 in the aggregate; (i) (i) amend, modify or terminate any Company Plan in a manner that materially increases the cost associated with such Company Plan, neither it nor (ii) increase the compensation, severance or employee benefits or increase the fringe benefits in any material amount of its Subsidiaries shall terminateany present or former director, establishexecutive officer, adoptemployee or consultant of the Company or any Company Subsidiary, (iii) enter intointo any Company Plan with any director or executive officer of the Company, or (iv) make any new grants equity awards to any current or awards underformer director or executive officer of the Company, reprice except for (A) amendments determined by the Company in good faith to be required to comply with applicable Legal Requirements or substitute contractual obligations in effect on the date of this Agreement, (B) increases required pursuant to any options previously contract or Company Plan as in effect on the date hereof, and (C) salary increases and bonuses paid or granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase to employees (other than executive officers) in the salary, wage, bonus or other compensation ordinary course of any employeesbusiness; (ei) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, materially modify, amend or terminate any of its material Contracts Material Contract or waive, release or assign any material rights under any Material Contract, except in the ordinary course of business or claimswhere the modification, amendment or termination of, or the waiver, release or assignment of such material rights under, such Material Contract is not, or would not be, material to the Company and its Subsidiaries, taken as a whole, (ii) enter into any new contract that, if entered into prior to the date of this Agreement, would have been required to be listed in Part 2.8 of the Disclosure Schedule as a Material Contract, other than in the ordinary course of business or (iii) amend or modify the Engagement Letter; (fk) neither it nor change any of its methods of accounting or accounting practices in any material respect other than as required by GAAP, Regulation S-X, or any other rule or regulation promulgated by the SEC, and with respect to any foreign Company Subsidiaries, changes required by any other Legal Requirement related to accounting or accounting practices; (i) make any tax election, except for elections made in the ordinary course of business, (ii) enter into any settlement or compromise of any tax liability, except as required by applicable Legal Requirements, (iii) file any amended tax return that would result in a change in tax liability, taxable income or loss, except as required by applicable Legal Requirements, (iv) change any annual tax accounting period, except as required by applicable Legal Requirements, (v) enter into any closing agreement relating to any tax liability, or (vi) give or request any waiver of a statute of limitation with respect to any tax return, except in the case of each of clauses “(i)” through “(vi)” that would not result in an aggregate cost to the Company or the Company Subsidiaries in excess of $2,000,000; (m) make any capital expenditures that are not contemplated by the capital expenditure budget set forth in Part 4.1(m) of the Disclosure Schedule (“Non-Budgeted Capital Expenditures”), except that the Company or any Subsidiary of the Company may make Non-Budgeted Capital Expenditures that do not exceed $5,000,000 individually and in the aggregate; (n) settle or compromise any litigation, claim or other proceeding against the Company or any Company Subsidiary, other than settlements or compromises where the amounts paid by the Company and the Company Subsidiaries in settlement or compromise (net of insurance proceeds) do not exceed the amount set forth in Part 4.1(n) of the Disclosure Schedule; provided, however, that the foregoing shall not permit the Company or any of its Subsidiaries shall make to settle any Tax election litigation, claim or permit other proceeding that would impose material restrictions or changes on the business or operations of the Company or any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business;Company Subsidiaries; or (go) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) enter into a binding agreement committing to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.actions described in clauses ‘‘(a)” through “(n)” of this sentence. 24

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and prior of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (unless Parent i) as may be required by Law, (ii) with the prior written consent of Parent, which consent shall otherwise approve and except not be unreasonably withheld, delayed or conditioned, (iii) as otherwise expressly contemplated or permitted by this Agreement and except or (iv) as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interestset forth on Schedule 6.1, the Side AgreementCompany shall, the Series D Exchange Agreement and shall cause its Subsidiaries to, (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreementx) or the Agreement of Understanding): (a) conduct the business of it the Company and its Subsidiaries shall be conducted only in the ordinary and usual course and, to the extent of business in all material respects consistent therewith, it with past practice and (y) use its Subsidiaries shall use all commercially reasonable efforts to maintain preserve intact its existing relations current business organization, assets, properties, franchises, goodwill and goodwill its relationships with employees and customers, supplierssuppliers and others having business dealings with them and, distributorswithout limiting the generality of the foregoing, creditorsexcept (w) as may be required by Law, lessors and business associates; provided(x) with the prior written consent of Parent, howeverwhich consent shall not be unreasonably withheld, that delayed or conditioned, (y) as contemplated or permitted by this Agreement or (z) as set forth on Schedule 6.1, prior to the Effective Time, the Company may sell those assets which it is permitted to dispose of pursuant to shall not, and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.shall not permit any Subsidiary to: (ba) it shall not except for Common Stock to be issued or delivered upon the exercise of Company Options outstanding on the date hereof, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property ownership interest of the Company or assets any of its Subsidiaries, or any Equity Securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or any other Equity Securities of the Company or any of its Subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any other Equity Securities of the Company or any of its Subsidiaries or any Equity Securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or any other Equity Securities of the Company or any of its Subsidiaries or (ii) any other than Shares issuable pursuant to options Equity Securities of the Company or any of its Subsidiaries in respect of, in lieu of, or in substitution for, Common Stock outstanding on the date hereof under the hereof; (b) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Common Stock Option Plansor other Equity Securities; (c) adjust, options split, combine, subdivide or reclassify any Common Stock or declare, set aside for Shares and Shares issuable pursuant payment or pay any dividend in respect of any Common Stock or otherwise make any payments or distributions to the Stock Purchase Planshareholders in their capacity as such, options issuable pursuant to the terms other than dividends by a wholly owned Subsidiary of the Directors' Plan Company (as defined in Section 6.11(awhich, for the avoidance of doubt, shall not include GreenDriver)); (d) authorize, Shares issuable upon the conversion propose, announce an intention to authorize or propose, enter into an agreement with respect to or adopt a plan of Series B Sharescomplete or partial liquidation, the exchange dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Series B Shares for Company or any of its Subsidiaries, other than the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); Merger; (iie) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance consistent with Section 9(c) past practices (including the acquiring of the Term Loan Agreementvehicles), acquire, sell, assign, transfer, lease, licensesublease, guarantee, sell, mort- gage, pledge, license or dispose of or encumber any other property or assets of the Company and its Subsidiaries and their respective businesses (including capital stock or other Equity Securities of the Subsidiaries of the Company) that, individually or in the aggregate, have a value in excess of $250,000; (f) (i) incur or assume any Indebtedness, except for Indebtedness incurred under existing credit and/or securitization facilities to fund operations of the business in the ordinary course consistent with past practices, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Indebtedness or other obligations of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; Person or (iii) make any loans, advances or authorize capital contributions to, or commit investments in, any other Person, other than advances to employees or officers of the Company for expenses incurred in the ordinary course of business consistent with past practices; (g) grant any capital expenditures increases in the compensation of any of the Company’s directors, officers or Company Employees, except for ordinary increases in compensation and bonuses as of fiscal year-end in the ordinary course of business and consistent with past practices; or enter into any new employment, change of control, retention or severance agreements with any director, officer or Company Employee other than as set forth on Schedule 6.1(g) hereto; (h) (i) establish, terminate or materially amend any of its Benefit Plans, (ii) take any action with respect to the grant of any material severance or material termination pay (other than pursuant to policies or agreements of the Company or any of its Subsidiaries in effect on the date of this Agreement or severance payments to terminated employees, if any, in a manner consistent with past practices), (iii) make any material change in the key management structure of the Company or any of its Subsidiaries, including the hiring of additional officers or the termination of existing officers, other than in the ordinary and usual course of business or, by consistent with past practices or (iv) hire any means, make new employees or consultants or terminate any acquisition of, employees or investment in, assets or stock consultants other than in the ordinary course of or other interest in, any other Person or entitybusiness consistent with past practices; (di) except as required induce, or attempt to induce, any officers, whether directly or indirectly, to terminate their employment with, or engagement, by the terms Company or any of this Agreementits Subsidiaries; (j) mortgage, pledge or permitted pursuant subject to Section 6.11(dany Lien, other than Permitted Liens, any material property, rights or assets of the Company and its Subsidiaries and their respective businesses (including capital stock or other Equity Securities of the Subsidiaries of the Company) of this Agreement, and except for option grants other than (i) pursuant to the Directors' Plan, neither it nor existing financing and securitization facilities; and (ii) sales of special units of interest in Donlen Trust with respect to identifiable assets originated for sale under the existing syndication programs described in Section 4.3(b)(ii) hereof; (k) propose or adopt any amendments to the respective organizational and governing documents of the Company or any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employeesSubsidiaries; (el) neither it nor change any of the accounting principles, methods or practices used by the Company and its Subsidiaries unless required by GAAP or applicable Law; (m) initiate, compromise or settle any material Action except as set forth on Schedule 6.1(m) hereto; (n) materially amend, modify, terminate, cancel or permit to lapse any material insurance policies maintained by the Company or any of its Subsidiaries shall Subsidiaries; (o) enter into any partnership, joint venture or other similar arrangement; (p) enter into any Material Contract (i) except in the ordinary course of business consistent with past practices or (ii) of the type described in clauses (d), (e), (f), (j) and (k) of Section 4.18; (q) cancel any debts or waive any claims or rights of substantial value (including the cancellation, compromise, release or assignment of any Indebtedness owed to, or claims held by, the Company or any its Subsidiaries), except for cancellations made or waivers granted in the ordinary course of business consistent with past practices which do not exceed $250,000 in the aggregate; (r) change any method of Tax accounting, change any Tax election, file any material amended Tax Return, settle or compromise any material claims Tax Liability, agree to an extension or litigation orwaiver of the statute of limitations with respect to the assessment or determination of material Taxes, except in the ordinary and usual course of business, modify, amend enter into any closing agreement with respect to any Tax or terminate surrender any of its material Contracts or waive, release or assign any material rights or claimsright to claim a Tax refund; (fs) neither it nor enter into any new line of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee business that is material to be cancelled or terminated except in the ordinary and usual course of business;it; or (gt) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement any Contract, commitment or arrangement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees that, except (i) as to itself and its Subsidiaries thatcontemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter or (iii) with the prior written consent of the Investor Representative, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Closing Date: (a) The Company and each of its Subsidiaries shall use their commercially reasonable efforts to preserve, in all material respects, the current business operations, existing business relationships and goodwill of the Company and each of its Subsidiaries, consistent with past practice; (b) The business of it the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except only in the ordinary and usual course of business; (gc) neither it nor The Company will not amend its articles of incorporation, by-laws or similar organizational documents or cause or permit any amendment of the articles of incorporation, by-laws or similar organizational documents of any of its Subsidiaries; (d) The Company shall not (i) split, combine or reclassify the outstanding Pre-Recapitalization Company Common Stock or cause or permit any of its Subsidiaries shall take to split, combine or reclassify any action outstanding capital stock of any such Subsidiary, (ii) declare, set aside or omit pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock or with respect to the capital stock of any Subsidiary (other than omissions in good faiththe quarterly dividend to shareholders of the Company payable on October 1, 1997 and dividends from any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company), (iii) to take any action that would issue or sell or cause any of its representations and warranties herein Subsidiary to become untrue in issue or sell any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.additional shares of, or

Interim Operations of the Company. The During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Company covenants and agrees as to itself and its Subsidiaries that, after shall carry on their respective businesses in the ordinary course consistent with past practice and in a manner not involving the entry by the Company or any Subsidiary into businesses that are materially different from the businesses of the Company and its Subsidiaries on the date hereof hereof, and prior shall use reasonable best efforts to preserve their business organizations and goodwill intact, and maintain existing relations with suppliers, customers, employees, officers and directors. Without limiting the Effective Time (unless Parent shall otherwise approve and except generality of the foregoing or as otherwise expressly contemplated by this Agreement and except as required pursuant or consented to the terms of the Term Loan Agreement and the related loan documentsin writing by Purchaser (which consent shall not be unreasonably withheld, including the repayment of any principal conditioned or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreementdelayed), the Series D Certificate Company shall not, and shall not permit any of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):its Subsidiaries to: (a) the business of it and its Subsidiaries shall be conducted declare or pay any dividends on, or make other distributions in the ordinary and usual course andrespect of, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing any of its multifunction products business.capital stock; (b) it shall not (i) issuerepurchase, sell, pledge, dispose redeem or otherwise acquire any shares of or encumber any the capital stock owned by it in of the Company or any Subsidiary of its Subsidiaries; the Company, or any securities convertible into or exercisable for any shares of the capital stock of the Company or any Subsidiary of the Company, (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding 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; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (viii) repurchaseauthorize, redeem issue, deliver, sell, hypothecate or otherwise acquirepledge or authorize or propose the issuance, except in connection with the Stock Option Plansdelivery, sale, hypothecation or permit any of its Subsidiaries to purchase or otherwise acquirepledge of, any shares of its capital stock or any securities convertible into or exchangeable exercisable for, or exercisable any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing, except, in the case of clauses (ii) and (iii), for any shares the issuance of its capital stockCompany Common Stock upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements or upon exercise of the Warrants, all to the extent outstanding and in existence on the date of this Agreement and in accordance with their present terms and in each case to the extent the same are disclosed to the Purchaser on Section 4.2(a) of the Company Disclosure Schedule; (c) neither it nor amend the Company Articles, the Company Bylaws, the certificate of incorporation, bylaws or other organizational documents of any Subsidiary, or other similar governing documents of the Company or any Subsidiary; (d) make any capital expenditures in excess of U.S.$125,000 in the aggregate, other than those which are made in the ordinary course of business and in accordance with the Company's capital budget previously provided to Purchaser, or which are necessary to maintain existing assets in good repair or to maintain operations as currently conducted; (e) 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 by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (f) change its Subsidiaries shall methods of accounting in effect at December 31, 2004, except as required by changes in GAAP as concurred to by the Company's independent auditors; (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind fail to acquire, any shares of its capital stock of any class or any cause TOGA to operate the Comet Ridge Joint Venture and other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to TOGA operated permits in accordance with the terms of the Directors' Plan applicable joint venture operating agreements and the relevant petroleum legislation and regulations in all material respects, or to maintain operatorship of the same, (ii) fail to cause TOGA to consult with Purchaser before it exercises any voting right it may have under the Comet Ridge Joint Venture and to take account of Purchaser's reasonable representations, (iii) fail to cause TOGA to provide Purchaser with production reports and management accounts and authorizations for expenditures in relation to the Comet Ridge Joint Venture, (iv) fail to cause TOGA to provide Purchaser with copies of all minutes of meetings of the Comet Ridge Joint Venture parties or use its reasonable best efforts to facilitate Purchaser's attendance at such meetings, (v) cause TOGA to enter into any new gas supply agreements or amend any existing gas supply agreement without first consulting Purchaser, except in each case to the extent that it would violate Applicable Law to do so; (i) except as defined required by Applicable Law or as required to maintain qualification pursuant to the Code, adopt, amend, or terminate any employee benefit plan (including any Plan) or any agreement, arrangement, plan or policy between the Company or any Subsidiary of the Company and one or more of its current or former directors, officers or employees, or (ii) except for normal increases in the ordinary course of business consistent with past practice as set forth in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange 6.1(h) of the Series B Shares for Company Disclosure Letter, or except as required by Applicable Law, increase in any manner the Series D Shares compensation or Shares issuable upon the exercise fringe benefits of any director, officer or employee or pay any benefit not required by any Plan or agreement as in effect as of the Exchange Warrants date hereof (including the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares); (i) other than activities in the Other Warrants); ordinary course of business consistent with past practice, sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties or other rights or agreements; (iij) other than in the ordinary and usual course of business and except consistent with past practice, incur any indebtedness for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, licenseborrowed money or assume, guarantee, sell, mort- gage, pledge, dispose endorse or otherwise as an accommodation become responsible for the obligations of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness individual, corporation or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (dk) except as required by create, renew, amend or terminate or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space to which the terms of this Agreement, Company or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants is a party or awards under, reprice by which the Company or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation ortheir respective properties is bound, except other than the renewal in the ordinary and usual course of business, modify, amend or terminate business of any lease the term of its material Contracts or waive, release or assign any material rights or claimswhich expires prior to the Closing Date; (fl) neither fail to provide Purchaser with any details relating to any proposed acquisition of or application for Oil and Gas Properties, including full details of any minimum exploration commitment in connection therewith, except to the extent it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee would violate Applicable Law to be cancelled or terminated except in the ordinary and usual course of businessdo so; (gm) neither it nor any fail to maintain its insurance policies in full force and effect, except to the extent such policies cease to be available on commercially reasonable terms, and in such event the Company shall notify Purchaser of its Subsidiaries shall take any action such non-renewal or omit (other than omissions in good faith) to take any action that would cause any termination of its representations and warranties herein to become untrue in any material respectpolicy; andor (hn) neither it nor any of its Subsidiaries will authorize or enter into an agreement agree to do any of the foregoing.

Interim Operations of the Company. The Except as set forth on Section 5.1 of the Company covenants and agrees as to itself and its Subsidiaries thatDisclosure Schedule, after during the period from the date hereof and prior of this Agreement to the Effective Time time the directors of Newco have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (unless Parent shall otherwise approve agree in writing and except as otherwise expressly contemplated by this Agreement), the Company will conduct its operations according to its ordinary and usual course of business consistent with past practice and seek to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth on Section 5.1 of the Company Disclosure Schedule, the Company will not, without the prior written consent of Parent: (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of capital stock of any class (including the Shares), or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or (B) any other securities in respect of, in lieu of, or in substitution for, Shares outstanding on the date hereof; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding Shares; (iii) split, combine, subdivide or reclassify any Shares or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any Shares or otherwise make any payments to stockholders in their capacity as such, other than the declaration and payment of regular quarterly cash dividends in accordance with past dividend policy and except as required pursuant to the terms for dividends by a direct or indirect wholly owned Subsidiary of the Term Loan Agreement and Company; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the related loan documentsCompany or any of its direct or indirect Subsidiaries (other than the Merger); (v) adopt any amendments to its Articles of Incorporation or By-Laws or alter through merger, including liquidation, reorganization, restructuring or in any other fashion the repayment corporate structure or ownership of any principal direct or interest, indirect Subsidiary of the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Company; (avi) make any material acquisition, by means of merger, consolidation or otherwise, or material disposition, of assets or securities (other than the business of it and its Subsidiaries shall be conducted Merger); (vii) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or any direct or indirect wholly owned Subsidiary of the Company; (viii) grant any material increases in the compensation of any of its directors, officers or key employees, except in the ordinary course of business and usual course andin accordance with past practice, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted shall be entitled to dispose of pay, prior to the Effective Time, bonuses with respect to 1997 pursuant to the Company's Incentive Plan, and in accordance with the terms shall further be entitled to disregard for purposes of the Term Loan Agreement and may continue to de-emphasize its sales and licensing calculation of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose the amount of or encumber such bonuses any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Planseffect that results from, or permit any of its Subsidiaries to purchase action that is taken in contemplation of, this Agreement or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockthe transaction contemplated hereby; (cix) neither it nor enter into any new or amend any existing employment or severance or termination agreement with any director or officer of its Subsidiaries shall the Company; (ix) issueexcept as may be required to comply with applicable law, sellbecome obligated under any new pension plan, pledgewelfare plan, dispose of or encumber any shares ofmultiemployer plan, employee benefit plan, severance plan, benefit arrangement, or securities convertible into similar plan or exchangeable or exercisable forarrangement, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding which was not in existence on the date hereof under the Stock Option Planshereof, options for Shares and Shares issuable pursuant to the Stock Purchase Planor amend, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance consistent with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest inpast practice, any other Person such plan or entityarrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; (dxi) except as required by the terms of this Agreement(A) take, or permitted pursuant agree or commit to Section 6.11(d) take, any action that would make any representation or warranty of this Agreement, and the Company hereunder inaccurate at the Effective Time (except for option grants pursuant representations and warranties which speak as of a particular date, which need be accurate only as of such date), (B) omit, or agree or commit to the Directors' Planomit, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause necessary to prevent any of its such representation or warranty from being inaccurate in any material respect at the Effective Time (except for representations and warranties herein which speak as of a particular date, which need be accurate only as of such date), provided however that the Company shall be permitted to become untrue take or omit to take such action which can be cured, and in fact is cured, at or prior to the Effective Time or (C) take, or agree or commit to take, any material respectaction that would result in, or is reasonably likely to result in, any of the conditions of the Merger set forth in Article VI not being satisfied; andor (hxii) neither it nor authorize, recommend, propose or announce an intention to do any of its Subsidiaries will authorize the foregoing, or enter into an agreement any contract, agreement, commitment or arrangement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and prior of this Agreement through the earlier of the Acceptance Time or the date of termination of this Agreement, except (i) to the Effective Time (unless extent Parent shall otherwise approve consent in writing (which consent shall not unreasonably withheld, except in the case of any of Sections 5.1(b), (d), (e), (f), (h), (j), (n), (o), (r) and except (u)), (ii) as otherwise set forth in Part 5.1 of the Company Disclosure Schedule, (iii) as expressly contemplated required by this Agreement Agreement, or (iv) as may be required under any applicable Legal Requirement: (A) the Company shall, and except as required pursuant to the terms shall cause each of the Term Loan Agreement Company Subsidiaries to, (I) carry on its business in the ordinary course and in compliance in all material respects with all applicable Legal Requirements, (II) pay its Liabilities, debts and Taxes when due, and (III) use commercially reasonable efforts to (1) preserve substantially intact its present business organization, (2) keep available the related loan documents, including services of its present officers and employees (provided that nothing shall prevent the repayment termination of employment of any principal or interestemployee for cause, as determined by the Side AgreementCompany in its sole discretion) and (3) maintain in all material respects its relationships with any Persons with which it has material business relationships (including, any Significant Customer and Significant Supplier); and (B) the Series D Exchange Agreement (as defined in Company shall not, and shall cause the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Company Subsidiaries not to: (a) amend the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company’s or any Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Subsidiary’s Organizational Documents; (b) it shall not amend, terminate or grant any waiver under the Company Rights Agreement; (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iiic) split, combine or reclassify its outstanding any shares of the Company’s or any Company Subsidiary’s capital stock; ; (ivd) declare, set aside or pay any dividend payable on, or other distribution (whether in cash, stock or property property) in respect of, any of the Company’s capital stock, or any purchase, redemption or other acquisition by the Company or any of the Company Subsidiaries of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with of the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its Company’s capital stock or any other securities convertible into of the Company or exchangeable the Company Subsidiaries or exercisable for any Company Option, Company Warrant, Company Stock-Based Award or rights to acquire any such shares or other securities other than (i) repurchases from holders of its capital stockshares issued pursuant to Company Options or Company Stock-Based Awards following their termination pursuant to the terms of their pre-existing award agreements and (ii) as may be required pursuant to the Company Rights Agreement as in effect on the date of this Agreement; (ce) neither it nor form any material Subsidiary or acquire, or agree to acquire, by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole; provided, however, that without limiting the generality of its Subsidiaries the foregoing, passive investments of less than 1% in the equity interests of publicly traded companies as part of the Company’s cash management program shall not be deemed to violate this provision; (if) issue, sell, pledge, dispose of or encumber issue any additional shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments warrants or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (stock, other than Shares issuable pursuant (i) options to options outstanding on the date hereof under the Stock Option Planspurchase Company Shares, options for Shares and Shares issuable restricted stock units or restricted stock awards granted pursuant to the Stock Purchase PlanCompany Equity Plans in the ordinary course of business consistent with past practice, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), ii) Company Shares issuable upon the conversion exercise or vesting of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary Company Options and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; Company Stock-Based Awards or (iii) make as may be required pursuant to the Company Rights Agreement as in effect on the date of this Agreement; (g) transfer, lease or authorize license to any third party, or commit for create any capital expenditures material Encumbrances (other than Permitted Encumbrances) on, any properties or assets of the Company or any Company Subsidiary, other than (i) the sale, lease, license or disposition of property or assets which are not material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole and (ii) non-exclusive licenses of Company Products, in each case in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityconsistent with past practice; (dh) except as required by the terms of this Agreementincur any indebtedness for borrowed money, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adoptguaranty such indebtedness, enter into, make into any new grants capital lease or awards under, reprice or substitute enter into any options previously granted under, amend or otherwise modify, Contract contemplating any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation orsuch transaction, except in the ordinary and usual course of businessbusiness consistent with past practice and which is not, modifyindividually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole; (i) (A) enter into a Contract that, if entered into prior to the date hereof, would be a Material Contract (other than customer and supplier Contracts entered into in the ordinary course of business consistent with past practices, and any Contracts not prohibited by clause (C) of Section 5.1(j) that would otherwise be a Material Contract pursuant to Section 3.8(a)(iv)) or (B) materially amend or prematurely terminate any of its material Material Contracts or any Contracts described in clause (A) of this Section 5.1(i) or knowingly waive, release or assign any material rights under any Material Contracts or claims; any Contracts described in clause (fA) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated this Section 5.1(i) (except in the ordinary and usual course of businessbusiness consistent with past practice); (gj) neither it nor (A) increase or decrease the compensation or fringe benefits (except for increases or decreases of cash compensation to current non-officer employees in the ordinary course of business consistent with past practice), whether orally or in writing, or pay any bonus (except for bonuses made to current employees pursuant to existing Company Plans in the ordinary course of business consistent with past practice), (B) adopt, change, or terminate, whether orally or in writing, any severance, change of control, termination or bonus plan, or policy, (C) enter into, whether orally or in writing, any employment, severance, termination, change of control or indemnification agreement or any employment-related agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (either alone or upon the occurrence of additional or subsequent events), or (D) adopt, terminate or amend in any material respect any Company Plan or collective bargaining agreement, in each of the foregoing clauses (A)-(D), except as required for compliance with applicable Legal Requirements or Contacts in existence on the date hereof; (k) make any representations or issue any communications (in each case, either orally or in writing) to employees that are inconsistent with this Agreement or the transactions contemplated thereby, including any representations regarding offers of employment from Parent (provided, that prior to sending any written communications (including electronic communications) to its current employees regarding this Agreement or the transactions contemplated hereby (except as specifically required by applicable Legal Requirements) the Company shall consult with Parent) or; (l) change any of its Subsidiaries shall take methods of accounting or accounting practices or principles in any action or omit (material respect other than omissions as required by GAAP; (m) make or change any material Tax election (except for elections made in good faiththe ordinary course of business consistent with past practice), adopt or change any material accounting method in respect of Taxes (except for elections made in the ordinary course of business consistent with past practice), settle or compromise any material Tax liability, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes; (n) knowingly release, waive or assign any material claims or rights, or pay, discharge or satisfy any material Liabilities, other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (o) make any loan or extension of credit to any Person other than in the ordinary course of business consistent with past practice; (p) make any capital expenditure that is not contemplated by the capital expenditure budget set forth in Part 5.1(o) of the Company Disclosure Schedule (a “Non-Budgeted Capital Expenditure”), except that the Company or any Company Subsidiary (i) may make any Non-Budgeted Capital Expenditure that does not individually exceed $50,000 in amount, and (ii) may make any Non-Budgeted Capital Expenditure that, when added to all other Non-Budgeted Capital Expenditures made by the Company and the Company Subsidiaries since the date of this Agreement, would not exceed $100,000 in the aggregate; (q) make any material purchases of fixed assets, spares or other long-term assets, other than in the ordinary course of business consistent with past practice; (r) except as otherwise expressly provided under any Contract in existence on the date hereof and set forth on Part 5.1(r) of the Company Disclosure Schedule, accelerate or release any vesting condition to the right to exercise any Company Option, Company Warrant, Company Stock-Based Awards or other right to purchase or otherwise acquire any shares of the Company’s capital stock, or accelerate or release any right to repurchase shares of its capital stock upon termination of employment or services with it or pursuant to any right of first refusal, except in any of the foregoing cases as may be required pursuant to Company Equity Plans or Contracts in effect as of the date of this Agreement; (s) make any material changes with respect to the management, supervisory or other key personnel of the Company or any of the Company Subsidiaries, or any termination of employment of a material number of employees; (t) commence or settle any Legal Proceeding, other than Legal Proceedings commenced for the routine collection of bills in the ordinary course of business consistent with past practice, and other than the settlement of Legal Proceedings disclosed on Part 3.10(f) of the Company Disclosure Schedule in the manner set forth therein; (u) make any material revaluation of its assets, including writing down the value of capitalized inventory, spares, long term or short-term investments, fixed assets, goodwill, intangible assets, deferred tax assets, or writing off notes or accounts receivable in excess of $250,000, other than in the ordinary course of business consistent with past practice, as required under GAAP, as specifically required by applicable Legal Requirements, or to the extent accounts receivable reserved against in the Most Recent Balance Sheet; or (v) enter into a binding agreement or make any other commitment to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.actions described in clauses “(a)” through “(u)” of this Section 5.1. If the Company shall desire to take an action which would be prohibited pursuant to this Section 5.1 hereof without the written consent of Parent, prior to taking such action the Company may request such written consent by sending an e-mail or facsimile to each of the following individuals, and may not take such action until such consent in writing has been received from either of the following individuals: Xxxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail address: xxxxx.xxxxx@xxxx.xxx Xxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail address: xxxxx.xxxx@xxxx.xxx

Interim Operations of the Company. The During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 6.1, except (i) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as described in Section 4.1 of the Company covenants Disclosure Schedule, (iii) as required by any Law, or (iv) as otherwise expressly permitted by this Agreement, the Company shall, and agrees as shall cause each of its Subsidiaries to, (x) carry on its business in the ordinary course consistent with past practice and (y) to itself the extent consistent with and not in violation of any other provision of this Section 4.1, use commercially reasonable efforts to preserve intact its business and goodwill and its Subsidiaries material relationships with Governmental Entities, suppliers, landlords and other Persons, and to keep available the material services of its current officers and key employees. In addition to and without limiting the generality of the foregoing, the Company agrees that, after the date hereof and prior to the Effective Time Time, except (unless i) to the extent Parent or Merger Sub shall otherwise approve and except consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as otherwise expressly set forth in Section 4.1 of the Company Disclosure Schedule (provided that with respect to Section 4.1(bb), the exception contemplated by this Agreement and except as required pursuant clause (ii) shall be limited to the terms Section 4.1(h)(1) of the Term Loan Agreement and the related loan documentsCompany Disclosure Schedule), including the repayment of any principal or interest, the Side (iii) as expressly permitted by this Agreement, the Series D Exchange Agreement (as defined in Company shall not, and shall ensure that each of the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):other Acquired Entities does not: (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; bylaws or equivalent organizational documents; (iiib) adjust, split, combine combine, amend the terms of or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor declare, set aside or pay any of its Subsidiaries shall dividend or distribution (iwhether payable in cash, stock or property) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind with respect to acquire, any shares of its capital stock (except for dividends or other distributions made by a wholly-owned Subsidiary of the Company to any of the Acquired Entities) or issue or propose or authorize the issuance of any class other securities in respect of, in lieu of or in substitution for shares of its capital stock; (d) merge or consolidate with any other Person or restructure, reorganize, recapitalize or completely or partially liquidate (or adopt a plan of liquidation for) the Company or any of its Subsidiaries; (e) acquire (including by merger or consolidation) any equity interest in any other property or Entity; (f) acquire material assets (from any other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) Person other than in the ordinary and usual course of business consistent with past practice; (g) issue, sell, grant, pledge, dispose of, transfer or encumber, or authorize the issuance, sale, grant, pledge, disposition, transfer or encumbrance of, any shares of capital stock or other securities, including Company Common Stock, Company Options, Company RSUs or Company Restricted Shares, other than shares of Company Common Stock issuable upon exercise of Company Options or to holders of Company RSUs, in each case outstanding on the Capitalization Date and except for sales permitted by and made in accordance with Section 9(cthe terms of such Company Options or Company RSUs, as applicable; (h) of the Term Loan Agreementsell, transfer, lease, licensesublease or license to any third party, guarantee, sell, mort- gage, pledge, dispose of or encumber any (other property or assets (including capital stock than the encumbrance of any of its Subsidiaries) or incur or modify Permitted Liens), any material indebtedness or assets other liabilitythan: (i) in the ordinary course of business consistent with past practice; or (iiiii) make or authorize or commit as security for any capital expenditures other than in the ordinary and usual course of business or, borrowings that are not prohibited by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entitySection 4.1(j); (di) repurchase, redeem or otherwise acquire any shares of its capital stock or any other equity interests or any rights, warrants or options to acquire such shares or interests, other than pursuant to the Company Options, Company RSUs and Company Restricted Shares; (j) incur any indebtedness for borrowed money or guarantee any such indebtedness, except for (i) loans or advances among any of the Acquired Entities or (ii) borrowings pursuant to the revolving credit facility under the Credit Agreement; (k) adopt or amend any Company Plan or increase the compensation or fringe benefits of any director, officer, employee or consultant of the Company or any Subsidiary, except as required by the terms of this Agreement, Law or permitted pursuant to Section 6.11(d) any Company Plan or, in the case of this Agreementemployees who are not executive officers of the Company, and except for option grants pursuant to increases, promotions or new hires in the Directors' Plan, neither it nor any ordinary course of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employeesbusiness that are consistent with past practices; (el) neither it nor any of its Subsidiaries shall settle enter into or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, materially amend or terminate any prior to the expiration of its material Contracts the existing term of, or waive, release or assign any material rights or claimsclaims under, (i) any Material Contract described in Sections 2.10(a)(i), (iii), (vi), (vii), (viii), (xiv), (xix) or (xx), (ii) other than in the ordinary course of business consistent with past practice, any Material Contract described in Sections 2.10(a)(iv), (x), (xi), (xii), (xiii), (xvi) or (xviii), or (iii) any Material Contract described in Section 2.10(a)(v) to the extent any capital expenditure under such Material Contract would cause the Company and its Subsidiaries to exceed the aggregate amount budgeted for capital expenditures in such calendar quarter or calendar year to date (as set forth in Section 4.1(q) of the Company Disclosure Schedule); (fm) neither it nor enter into any new, or materially amend or terminate prior to the expiration of the existing term of any, Material Contract described in Section 2.10(a)(ix), or waive, release or assign any material rights or claims under any such Material Contract; (n) change any of its methods of accounting or accounting practices in any material respect, except as may be required by applicable Laws or GAAP; (o) make any change in the reserving, underwriting or claims administration policies, practices or principles that would be material to the Company and its Subsidiaries, taken as a whole, except as may be required to conform to changes in GAAP or applicable Law; (p) except as otherwise provided in this Agreement, make or rescind any material Tax election (including any entity classification election), other than an election made in the ordinary course of business consistent with past practice in connection with the filing of a Tax Return for the 2011 taxable year; forgo any material Tax refund; request any private letter ruling; amend or file any material Tax Return, other than an income Tax Return for the 2011 taxable year, provided that such 2011 Tax Return is prepared in a manner consistent with past practice; or consent to any waiver of the statute of limitations for any Tax liability; (q) fund any capital expenditure in any calendar quarter which, when added to all other capital expenditures made by the Acquired Entities in such calendar quarter, would exceed by more than $3,000,000 the aggregate amount budgeted for capital expenditures in such calendar quarter or calendar year to date (as set forth in Section 4.1(q) of the Company Disclosure Schedule); (r) settle or compromise any (i) professional or general liability claims or workers’ compensation claims against the Company or any of its Subsidiaries, other than settlements or compromises of any such claims in the ordinary course of business or where the amount paid in settlement or compromise (together with any prior settlement or compromise since December 31, 2011) does not exceed the aggregate amount reserved against for professional and general liability claims or workers’ compensation claims, as applicable, in the most recent financial statements (or the notes thereto) of the Company included in the 2011 10-K as updated for additional budgeted provisions in the ordinary course of business as well as the semi-annual actuarial adjustments after the date of this Agreement; or (ii) other litigation, audit, claim or action against the Company or any of its Subsidiaries shall make (including any Tax election audit, examination or permit other proceeding with respect to Taxes), other than settlements or compromises of any insurance policy naming it as a beneficiary litigation, audit, claim or loss-payable payee to be cancelled or terminated except action (A) in the ordinary course of business, (B) where the amount paid in settlement or compromise does not exceed $250,000 individually or (C) where the amount paid in settlement does not exceed the amount reserved against such matter in the most recent financial statements (or the notes thereto) of the Company included in the 2011 10-K as updated for additional budgeted provisions in the ordinary course of business as well as the semi-annual actuarial adjustments after the date of this Agreement; (s) voluntarily and usual directly (i.e., other than as a result of (i) an action taken by the Company or its Subsidiary that would not otherwise violate this Section 4.1 or (ii) any action taken by a Governmental Entity) terminate, suspend, materially amend or materially modify any material Governmental Authorizations or material Healthcare Permits; (t) make any loan, advance or investment either by contributions to capital or property transfers of any Person other than loans or advances to, or investments in, its wholly-owned Subsidiaries and other than immaterial loans or advances to employees in the ordinary course of business; (gu) neither fail to maintain existing material insurance policies or comparable replacement policies to the extent available for a similar cost; (v) consent to or cause the recording of any covenant, condition, restriction, reservation, easement or agreement that would affect the Real Property other than Permitted Liens or where it nor any is required to grant such consent under the terms of its Subsidiaries shall a Real Estate Lease; (w) take any action that materially changes (i) the number of licensed beds, (ii) the number of beds certified for participation in the Medicare and Medicaid programs, or omit (iii) the licensure or category or categories maintained at each Facility, except, in each case, in the ordinary course of business or as required under applicable Law; (i) increase its employee headcount in the aggregate in excess of 5% more than the headcount specified in Section 4.1(x) of the Company Disclosure Schedule or (ii) reduce the number of employees in a manner which would effectuate a “plant closing” or “mass layoff” (as each such term is defined in the U.S. Worker Adjustment and Retraining Notification Act); (y) close any Facility, except as requested or required by any Governmental Entity; (z) enter into any new, or materially amend or terminate prior to the expiration of the existing term of any, Material Contract described in Section 2.10(a)(xv), or provide any new material rights or benefits thereunder, in each case other than omissions in good faiththe ordinary course of business consistent with past practice; (aa) voluntarily and directly take any action, or fail to take any action (to the extent such action would not otherwise violate this Section 4.1), as applicable, that gives rise to an Event of Default (as such term is defined in the Listed Contracts) or prevent such an Event of Default from occurring, or fail to provide prompt written notice to Parent of any default notice it receives, whether written or verbal, with respect to any Listed Contracts or any other document executed in connection with such Listed Contracts; (bb) amend or modify any Real Estate Lease set forth on Section 4.1(bb) of the Company Disclosure Schedule in any manner that would reasonably be expected to (i) materially adversely affect the Company or the Company’s business or (ii) materially adversely affect the lenders’ rights under the Master Lease Intercreditor Agreements, or cause any the amendment of its representations and warranties herein to become untrue in any material respectthe Master Lease Intercreditor Agreements; andor (hcc) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do take any of the foregoingactions described in clauses (a) through (bb) of this Section 4.1.

Interim Operations of the Company. The Except with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed (provided that if a member of the Board of Managers of the Company covenants and agrees appointed by the Buyer or any of its Affiliates specifically approves of such action at a meeting of the Board of Managers of the Company or in a unanimous written consent of the Board of Managers of the Company, such approval or consent shall be deemed to be the consent of Buyer for purposes of this Section 5.02)), as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly specifically contemplated by this Agreement and except Agreement, or as required pursuant to the terms set forth in Section 5.02 of the Term Loan Agreement Disclosure Schedules, and other than actions of the related loan documents, including the repayment of any principal or interestCompany caused by Buyer, the Side AgreementCompany hereby covenants to Buyer that, during the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Interim Period: (a) the The business of it the Company and its Subsidiaries shall be conducted in all material respects in the ordinary and usual course and, to the extent of business consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.past practice; (b) it The Company shall not use commercially reasonable efforts to (i) issue, sell, pledge, dispose preserve intact the present business organization of or encumber any capital stock owned by it in any of the Company and its Subsidiaries; , (ii) amend its certificate keep available the services of incorporation or by-laws; their current officers and employees and (iii) splitpreserve satisfactory relationships with customers, combine or reclassify its outstanding shares suppliers and others having business dealings with them; and (c) The Company shall not do any of capital stock; (iv) declarethe following, set aside or pay shall not permit any dividend payable in cash, stock or property in respect of the Company’s Subsidiaries to do any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with of the Stock Option Plansfollowing and shall not enter into, or permit any of its the Company’s Subsidiaries to purchase or otherwise acquireenter into, any shares agreement, Contract, commitment or arrangement to do any of its capital stock the following: (i) create any mortgage, lien or other material Claim on any of the assets or properties of the Company, other than purchase money liens and liens for Taxes not yet due and payable or which are being contested in good faith; (ii) acquire or agree to acquire any equity interests or business lines of any other Person by any manner, in a single transaction or a series of related transactions, or enter into any merger, consolidation, reorganization or similar agreement; (iii) issue any equity securities, any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or equity securities convertible into or exchangeable or exercisable for, or options, warrantswarrants or other purchase rights therefor, calls, commitments or rights declare or make any dividends or distributions in respect of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a))Company’s equity interests, Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares except for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than tax distributions made in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (giv) neither it nor except in the ordinary course of business consistent with past practice, purchase, sell or otherwise dispose of, or enter into any agreement or other arrangement for the purchase, sale or other disposition of, any material properties or assets; (v) incur any Indebtedness, except for draws down on the Senior Credit Facility (as defined in the Second A&R LLCA); (vi) liquidate, dissolve, reorganize or otherwise wind up its business or operations; (vii) enter into, modify, waive any right under or terminate any Affiliate Agreement or Contract that requires or required the approval of the Board of Managers of the Company for entry into such Contract; (viii) (A) accelerate the receipt of accounts receivable or delay the payment of accounts payable or engage in any other activity with customers that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods accounts receivable that would otherwise be expected to be collected in post-Closing periods or delaying to post-Closing periods accounts payable that would otherwise be expected to be paid in pre-Closing periods, except for any such acceleration or delay that is effected for a legitimate business purpose in the ordinary course of business consistent with past practice; or (B) otherwise conduct its cash management practices other than in the ordinary course of business consistent with past practice; (ix) institute, waive or settle any pending or threatened litigation, action, suit, proceeding, claim or arbitration which would restrict the conduct of the business of, or otherwise require payments after the Closing by, the Company or any of its Subsidiaries; (x) make or enter into any commitment for capital expenditures of the Company and its Subsidiaries shall take in excess of $500,000 for any action individual commitment and $1,000,000 for all commitments in the aggregate, other than capital expenditures or omit capital additions made in accordance with the Company’s annual plan and budget for fiscal year 2021; (xi) establish, adopt, amend or terminate any (A) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, in each case, whose annual compensation exceeds $250,000, (B) employee benefit plan or arrangement, or (C) collective bargaining agreement, except for the accelerated vesting of Incentive Units in accordance with Schedule E; (xii) pay, or make any commitment to pay, any material bonus or make any profit-sharing payment, cash incentive payment or similar payment, other than in the ordinary course of business consistent with past practice, as required by any Contracts in effect as of the date hereof or any such bonuses treated as Company Transaction Expenses hereunder; (xiii) except as set forth on Schedule E, accelerate the vesting or payment of, or materially increase, or make any commitment to, except as set forth on Schedule E, accelerate the vesting or payment of, or materially increase, the amount of the wages, salary, commissions, fringe benefits or other employee benefits or compensation (including equity-based compensation) payable to any current or former employee, officer, director, independent contractor or consultant of the Company other than in the ordinary course of business consistent with past practice; or (xiv) hire or promote any officer or other executive (other than omissions in good faiththe Chief Executive Officer or Chief Financial Officer) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingCompany or any Subsidiary; provided, that in the event of a termination or demotion of any officer or other executive (other than the Chief Executive Officer or Chief Financial Officer) of the Company or any Subsidiary, the Company shall provide at least fifteen (15) Business Days’ prior written notice to Buyer thereof.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior of this Agreement to the earlier of (x) the termination of this Agreement in accordance with Section 8.1, and (y) the Effective Time (unless Parent shall otherwise approve and Time, except as (1) set forth on Schedule 6.1 or (2) otherwise expressly contemplated consented to by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documentsParent in writing (which consent shall not be unreasonably withheld, including the repayment of any principal conditioned or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understandingdelayed): (a) the business Company shall, and shall cause each of it and its Subsidiaries shall be conducted to, conduct its business in the ordinary and usual course of business consistent with past practice in all material respects and, to the extent consistent therewithwith the foregoing, it and use its Subsidiaries shall use all commercially reasonable efforts to maintain (i) preserve intact its existing relations present business organization and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that (ii) keep available the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing services of its multifunction products business.officers and employees and (iii) maintain existing relationships with its Key Customers and Key Suppliers; and (b) it except as is expressly contemplated in the Restructuring and set forth on Schedule 6.1, the Company shall not, and shall cause each of its Subsidiaries not to, effect any of the following: (i) make any change in, amendment to or waiver of any provision in its Organizational Documents; (ii) issue, sell, pledge, dispose grant any proxy or power-of-attorney with respect to, or otherwise transfer, or authorize the issuance, sale, pledge, grant of proxy or encumber power-of-attorney or other transfer with respect to, any capital stock owned by it in Company Interests or any other Equity Interests of the Company or any of its Subsidiaries; (ii) amend its certificate , or enter into any Contract providing for any of incorporation or by-laws; the foregoing; (iii) split, combine combine, redeem or reclassify its outstanding shares of capital stock; reclassify, or purchase or otherwise acquire, any Equity Interests; (iv) other than sales of inventory or obsolete assets in the ordinary course of business, sell, lease, license, permit to lapse, abandon or otherwise dispose of any of its properties or assets that are material to its business, including any Owned Intellectual Property; (v) disclose any material trade secret or other material confidential information included in the Owned Intellectual Property other than pursuant to Contracts with confidentiality obligations in favor of the Company or its Subsidiaries; (vi) other than in the ordinary course of business consistent with past practice, (A) amend in any adverse respect any Company Material Contract, Lease or Company Lease, (B) terminate, fail to renew or extend any Company Material Contract, Lease or Company Lease, (C) waive, forfeit or relinquish any material rights under any Company Material Contract, Lease or Company Lease or (D) enter into a Contract which, had it been entered into prior to the date hereof, would have been a Company Material Contract, Lease or Company Lease; (vii) (A) incur any Indebtedness in excess of $2,000,000, other than short-term Indebtedness, letters of credit or capital leases, incurred in the ordinary course of business consistent with past practice and refinancing of existing Indebtedness in an amount not to exceed the aggregate outstanding amount of the Indebtedness being refinanced and on terms no less favorable to the Company and its Subsidiaries than the Indebtedness being refinanced, or (B) make any loans or advances to any other Person, other than loans and advances to employees in the ordinary course of business consistent with past practice; (viii) (A) grant or agree to grant to any employee or other independent contractor of the Company or any its Subsidiaries, who has annual compensation in excess of $100,000, any increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits, (B) except as set forth on Schedule 6.1, grant or agree to grant to any employees or other independent contractors of the Company or any its Subsidiaries any increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits if such increase, together with all other such increases occurring from and after the date of this Agreement, would result in compensation increases in excess of $1,000,000 in the aggregate, (C) adopt or establish any new Plan, or amend, modify or terminate, or agree to amend, modify or terminate any existing Company Benefit Plans, (D) accelerate the time of payment, vesting or funding of any compensation or benefits under any Company Benefit Plan (including any Plan that would be a Company Benefit Plan if it was in effect on the date hereof), (E) make or agree to make any bonus or incentive payments to any individual outside of the ordinary course of business, (F) enter into employment, consulting or other compensation agreement (x) for which the annual compensation to be paid is greater than $100,000 or (y) which is not terminable upon notice and without liability to the Company or any of its Subsidiaries, except, with respect to new employment, consulting or other compensation agreements, (1) as may be required under applicable Law, (2) as required pursuant to the Company Benefit Plans set forth on Schedule 4.13, or (3) for payment of any accrued or earned but unpaid compensation, or (G) make any change to the key management structure of the Company or any of its Subsidiaries, including the hiring and firing of additional executive officers or termination of existing executive officers (other than for “cause”); (ix) (A) make, change or rescind any Tax election, (B) settle or compromise any claim, notice, audit report or assessment in respect of any Taxes other than in the ordinary course of business, (C) change any Tax period, (D) file any amended Tax Return or claim for a Tax refund, (E) surrender any right to claim a refund of any Taxes, (F) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement, or closing agreement related to any Tax, in each case, other than agreements that do not relate primarily to Taxes, (G) request any Tax ruling from a competent authority, or (H) enter into any agreement to extend or waive the applicable statute of limitations with respect to any Taxes; (x) cancel or forgive any Indebtedness in excess of $200,000 owed to the Company or any its Subsidiaries, other than Indebtedness of the Company to any Subsidiary of the Company or Indebtedness of any Subsidiary of the Company to the Company or to another Subsidiary of the Company that does not result in a post-Closing Tax or other liability; (xi) except as may be required by GAAP and after consulting with the Company’s outside accountants, make any material change in the financial or tax accounting methods, principles or practices of the Company (or change an annual accounting period); (xii) (i) enter into any collective bargaining agreement, works council agreement or any other labor-related Contract with any labor union, labor organization or works council, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Company or any of its Subsidiaries; (xiii) implement any employee layoffs that would, independently or in connection with any layoffs occurring prior to the date hereof, implicate the WARN Act; (xiv) grant or otherwise create or consent to the creation of any Lien (other than a Permitted Lien) on any of its material assets or Leased Real Properties, other than in the ordinary course of business; (xv) declare, set aside or pay any dividend payable in cash, stock or property in respect of make any capital stock other distribution other than the payment of cash dividends or cash distributions from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with excess cash balances not needed for the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms operation of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than business in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (gxvi) neither it nor make any change to any of the cash management practices of the Company or any of its Subsidiaries, including deviating from or altering any of its practices, policies or procedures in paying accounts payable or collecting accounts receivable; (xvii) waive, release, assign, settle or compromise any material rights, claims, suits, actions, audits, reviews, hearings, proceedings, investigations or other Actions (whether civil, criminal, administrative or investigative) against the Company or any of its Subsidiaries shall other than waivers, releases, assignments, settlements or compromises (except any of the foregoing where the counterparty is an Affiliate of the Company) that do not exceed $500,000, individually or in the aggregate; (xviii) make or incur any capital expenditures greater than $1,000,000 in the aggregate above the planned expenditures as disclosed on Schedule 6.1(a)(xviii); (xix) buy, purchase or otherwise acquire (by merger, consolidation or acquisition of stock or assets) any equity or debt securities of any Person; (xx) enter into any new material line of business, other than any natural expansions and/or extensions of any line of business of the Company or its Subsidiaries as of the date of this Agreement); (xxi) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (xxii) fail to use its commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies consistent with levels maintained by the Company and each of its Subsidiaries on the date of this Agreement; (xxiii) fail to use its commercially reasonable efforts to maintain existing Permits in the ordinary course of business consistent with past practice; (xxiv) take any action or omit cause or permit any action to be taken, the effect of which would reasonably be expected to prevent, impair or delay the transactions contemplated by this Agreement; (xxv) enter into any transaction that would be required to be set forth on Schedule 4.24; (xxvi) (A) delay or postpone any payment of any accounts payable or other payables or expenses (other than omissions in good faiththe ordinary course of business consistent with past practice), (B) to take accelerate the collection of accounts receivable or cash contributions of any action type (other than in the ordinary course of business consistent with past practice) or (C) ship products ahead of normally maintained schedules or shipping dates or otherwise accelerate sales or sell products in quantities that would cause any are outside of its representations and warranties herein to become untrue the ordinary course of business, or (D) engage in any material respectpractice that could reasonably be considered “channel stuffing” or “trade loading”; andor (hxxvii) neither it nor any of its Subsidiaries will authorize authorize, or enter into an agreement commit or agree to do take, any of the foregoingforegoing actions in respect of which it is restricted by the provisions of this Section 6.1.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) Except (i) to the business extent Purchaser otherwise provides its consent (which consent will not be unreasonably withheld, conditioned or delayed), (ii) as set forth in the Disclosure Schedule, (iii) as required, contemplated or permitted by any of it the Transaction Documents or the Plan of Reorganization, (iv) as may be necessary or appropriate to carry out the Contemplated Transactions, (v) as may be required to facilitate compliance with the Bankruptcy Code or the rules, oversight or approvals of the Bankruptcy Court, (vi) as may be required to facilitate compliance with the MLB Rules and its Subsidiaries shall Regulations or other rules, oversight or approvals of MLB, (vii) as may be conducted required to facilitate compliance with any statutes or governmental regulations, or (viii) as may be required to facilitate compliance with the terms and conditions of the MLB Settlement Agreement or the Fox Settlement Agreement, during the period from the date of this Agreement through the earlier of the Closing or the date of termination of this Agreement, (A) the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct the Company Business in the ordinary course of business (it being understood that matters relating to player trades, acquisitions, dispositions, waivers, drafts or similar baseball player decisions, or the hiring or firing of any manager, coach, scout or trainer, are all considered activities in the ordinary course of business) and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that (B) the Company may sell those assets which it is permitted to dispose of pursuant to will not, and in accordance with the terms will cause each Company Subsidiary not to, take any of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.following actions: (b) it shall not (i) issueamend its Organizational Documents, sell, pledge, dispose other than as contemplated by the Plan of or encumber any capital stock owned by it in any of its Subsidiaries; Reorganization; (ii) amend its certificate issue or sell to any third party (A) any limited liability company interests or any other equity securities of incorporation the Company or by-laws; (iii) split, combine or reclassify its outstanding shares any of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; the Company Subsidiaries or (vB) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares ofinto, or securities convertible into any rights, warrants or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind options to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or such equity securities; (iii) make acquire (including by merger or authorize consolidation) any material interest in any entity or commit for a substantial portion of the assets of any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (div) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend sell or otherwise modify, any Compensation dispose of a substantial portion of the assets of the Company and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation orCompany Subsidiaries, except (A) in the ordinary and usual course of business, modify, amend or terminate and (B) for transactions between the Company and any of its material Contracts the Company Subsidiaries (or waive, release or assign any material rights or claimsbetween one Company Subsidiary and another Company Subsidiary); (fv) neither it nor incur any of its Subsidiaries shall make material indebtedness for borrowed money or guarantee any Tax election or permit any insurance policy naming it as a beneficiary or losssuch indebtedness, except for (A) short-payable payee to be cancelled or terminated except term borrowings in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.,

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior to the Effective Time written consent of Parent (unless Parent which consent shall otherwise approve and except not be unreasonably conditioned, withheld or delayed), (x) as otherwise expressly required or specifically contemplated by this Agreement and except Agreement, (y) as required pursuant to the terms set forth in Section 6.1 of the Term Loan Agreement and Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the related loan documents, including the repayment direction of any principal member of the Purchaser Group (including in such Person’s capacity as a director, officer or interest, employee of any of the Side Agreement, the Series D Exchange Agreement (as defined in the Side AgreementAcquired Companies), the Series D Certificate Company shall, subject to the restrictions and exceptions set forth in Section 6.1 or elsewhere in this Agreement, ensure that the business and operations of Designations (as defined the Acquired Companies are conducted in the Series D Exchange ordinary course of business in accordance with past practices and in compliance with all then-applicable Law. Without limiting the generality of the foregoing, except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required by, in connection with, or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the Agreement direction of Understanding):any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), during the Pre-Closing Period, none of the Acquired Companies will: (a) offer, issue, deliver, sell, grant, dispose of, pledge or otherwise Encumber (other than Permitted Encumbrances), or authorize or propose the business offering, issuance, delivery, sale, grant, disposition, or Encumbrance (other than Permitted Encumbrances) of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property ownership interest of any of the Acquired Companies, or assets any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or any other ownership interest of any of the Acquired Companies, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any other ownership interest of any of the Acquired Companies or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or any other ownership interest of any of the Acquired Companies (collectively, the “Equity Interests”) or (ii) any other than Shares issuable pursuant to options securities of any of the Acquired Companies in respect of, in lieu of, or in substitution for, Common Stock outstanding on the date hereof under hereof, other than, with respect to each of clauses (i) and (ii), (A) the issuance of or sales of Common Stock Option Plans, options for Shares and Shares issuable pursuant to the ESPP or pursuant to a Benefits Plan in effect as of the date of this Agreement in accordance with its terms, (B) grants of Company Equity Awards covering up to 50,000 shares of Common Stock Purchase Planand made in the ordinary course of business in accordance with past practices, options issuable and the issuance of or sales of Common Stock in settlement of such Company Equity Awards in accordance with their terms, or (C) in connection with the settlement of Company Equity Awards pursuant to the terms of the Directors' Plan (award agreements in effect as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares date of this Agreement, or Shares issuable upon as contemplated by Section 6.1(f);; (b) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding shares of capital stock or other securities of any Acquired Companies, except (i) in order to satisfy Tax obligations with respect to awards granted under a Company Equity Plan or the exercise price of Stock Options, in accordance with the terms and conditions of the Exchange Warrants Company Equity Plan or award agreement governing the Other Warrants); applicable award, (ii) other than in upon forfeiture of any awards granted under any Company Equity Plans or ESPP by the ordinary holder thereof, (iii) transactions between the Company and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries, or (iv) in connection with Contracts in effect as of the date of this Agreement or incur entered into in compliance with the terms of this Agreement; (c) split, combine, subdivide or modify reclassify any material indebtedness capital stock or other liability; Equity Interests of any of the Acquired Companies or declare, accrue, set aside for payment or pay any dividend in respect of any outstanding capital stock or other Equity Interests of any of the Acquired Companies or otherwise make any payments to any such holders in their capacity as such (iii) make or authorize or commit for any capital expenditures other than in dividends and distributions by a Subsidiary of the ordinary Company to its parent and usual course distributions resulting from the vesting, exercise or settlement (as applicable) of business or, by any means, make any acquisition of, Company Equity Awards or investment in, assets or stock of or other interest in, any other Person or entityunder the ESPP); (d) acquire, sell, transfer, Encumber or dispose of, or agree to acquire, sell, transfer, Encumber or dispose of, any material assets or properties owned by the Acquired Companies, except (i) in connection with Contracts in effect as required by of the date of this Agreement or entered into in compliance with the terms of this Agreement, (ii) any Intellectual Property abandoned or permitted pursuant to Section 6.11(dlapse in accordance with the Company’s reasonable business judgment, (iii) Permitted Encumbrances or (iv) otherwise in the ordinary course of this Agreementbusiness (including sales of products of the Acquired Companies, and except ordinary course disposals of inventory or used equipment); (e) (i) incur, create, issue or assume any indebtedness or guarantee or otherwise become liable for option grants pursuant any indebtedness (including increasing the indebtedness under Contracts in existence as of the date hereof) in excess of $50,000; or (ii) make any loans, advances or capital contributions to, or investments in, any other Person in excess of $50,000, other than (A) to the Directors' Company or any wholly-owned Subsidiary of the Company, (B) trade payables and extensions of credit in the ordinary course of business, and (C) advances to employees, in each case in the ordinary course of business consistent with past practice; (f) except as may be required to the terms of a Benefits Plan, neither it nor or as otherwise required by Law, (A) increase the compensation or other benefits payable or to become payable to current or former employees, directors or officers of any of its Subsidiaries shall terminatethe Acquired Companies, other than in the ordinary course of business consistent with past practice and in an amount not to exceed $1,000,000 in the aggregate for all such individuals, (B) grant any rights to severance or termination pay or other termination benefit, or enter into or amend any employment or severance agreement with, any current or former employees, directors, or officers of any of the Acquired Companies, (C) enter into any consulting, bonus, retention, retirement or similar agreement with any employee, officer or director of the Company (including any change to performance targets associated therewith), (D) establish, adopt, enter intointo or amend any collective bargaining agreement, make plan, trust, fund, policy or arrangement for the benefit of any new grants current or awards underformer employees, reprice directors or substitute officers or any options previously granted underof their beneficiaries, except, in each case, such action with respect to current or former employees that would not result in an increase to the Company in the cost of maintaining such collective bargaining agreement, plan, trust, fund, policy or arrangement; (E) amend or otherwise modifyadopt any material Benefits Plans (other than (i) any such adoption or amendment that is not material to and does not materially increase the cost to the Company of maintaining such material Benefits Plan, (ii) as required pursuant to the terms of such material Benefits Plan or (iii) at-will offer letters with new-hire employees entered into in the ordinary course of business consistent with past practice that do not provide for any severance or change-in-control benefits)); (F) amend or adopt any Company Equity Plan; (G) accelerate the vesting, exercisability or payment of (or waive any performance conditions with respect to), any Compensation and Benefit Plans compensation or increase benefit (including any equity-based awards), except as otherwise expressly set forth in this Agreement; or (H) grant any additional awards under the salary, wage, bonus or other compensation of any employeesCompany Equity Plan; (eg) neither it nor terminate, materially modify, assign or materially amend, or waive or assign any material rights under, any Company Material Contract, except in the ordinary course of business or for renewals, expirations or terminations in accordance with the terms of any Company Material Contract; (h) change any of its Subsidiaries shall accounting principles, practices or methods unless required by Law or GAAP, including Regulation S-X under the Exchange Act; (i) amend or permit the adoption of any amendment to the Organizational Documents or to the charter or other organizational documents of any of the other Acquired Companies, or form any Subsidiary; (j) acquire any equity interest or other interest in any other Entity or effect or become a party to any merger, consolidation, plan of arrangement, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, issuance of bonus shares, division or subdivision of shares, consolidation of shares or similar transaction; (k) authorize or make any commitment with respect to any material capital expenditure greater than $100,000 that is not budgeted in the Company’s current plan approved by the Board as of the date hereof; (l) (i) make, revoke or change any material Tax election, (ii) adopt or change any method of Tax accounting, (iii) file any amended Tax Return, (iv) enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement or similar Contract relating to any Tax (other than Contracts entered in the ordinary course of business consistent with past practices the primary purpose of which is not Tax), (v) surrender the right to claim a Tax refund, (vi) settle or compromise any claim, notice, assessment or Legal Proceeding in respect of any Tax, (vii) consent to any waiver of the statute of limitations period applicable to any material Tax claim or assessment, (viii) request any Tax ruling, (ix) fail to pay any material Tax when due and payable, (x) incur any material Taxes outside of the ordinary course of business, or (xi) prepare and file any income or other material Tax Return in a manner which is not consistent with the past custom and practice with respect to the preparation of such Tax Return; (m) commence any Legal Proceeding, except (A) as required with respect to continuation of Legal Proceedings previously commenced and routine collection matters and other matters in the ordinary course of business consistent with past practices; (B) Legal Proceedings to enforce the terms of this Agreement, (C) as required to perfect or protect material rights of the Acquired Companies or (D) Legal Proceedings in connection with this Agreement and the Merger; (n) subject to Section 6.12, waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claimsLegal Proceeding; (fo) neither it nor take affirmative action to extend, renew or enter into any of its Subsidiaries shall make any Tax election Contracts containing non-compete or permit any insurance policy naming it as a beneficiary exclusivity provisions that (A) would restrict or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue limit, in any material respect; and, the operations of any of the Acquired Companies and (B) apply to any current or future affiliates of the Company, the Surviving Corporation or Parent; (hp) neither it nor authorize, recommend, propose, enter into, adopt a plan or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, merger (other than the Merger), consolidation or other reorganization (other than reorganizations involving only wholly owned subsidiaries of the Company which would not result in a material increase in the Tax liability of any of its Subsidiaries will authorize or the Acquired Companies); or (q) enter into an agreement any Contract to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior of this Agreement to the Effective Time earlier of (unless Parent shall otherwise approve x) termination of this Agreement in accordance with Section 8.1, and (y) Closing, except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement set forth on Schedule 5.1, or as consented to by Parent (as defined which consent shall not be unreasonably withheld, conditioned or delayed) or in the Side Agreementconsultation with Parent (only with respect to Section 5.1(b)(v), the Series D Certificate of Designations (as defined in the Series D Exchange AgreementSection 5.1(b)(vii) or the Agreement of Understandingand Section 5.1(b)(xvi)): (a) the Company shall, and shall cause each Company Subsidiary to, conduct its business of it and its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course in all material respects and, to the extent consistent therewithwith the foregoing, it and use its Subsidiaries shall use all commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its officers and key employees and (iii) maintain existing relationships with its existing relations Material Customers and goodwill Material Suppliers; and (b) the Company shall not, and shall cause each Company Subsidiary not to, effect any of the following: (i) make any change in or amendment to its Organizational Documents; (ii) issue or sell, or authorize to issue or sell, any membership interests, shares of its capital stock or any other ownership interests, as applicable, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with customersrespect to the issuance or sale of, suppliersany shares of its membership interests, distributorscapital stock or any other ownership interests, creditorsas applicable (for the avoidance of doubt, lessors and business associatesthis Section 5.1(b)(ii) shall not prohibit an Option Holder from otherwise exercising any or all Options held by such Option Holder in accordance with the applicable Option Agreement); (iii) split, combine, redeem or reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock or any other ownership interests, as applicable; (iv) other than in the Ordinary Course, sell, lease, license, permit to lapse, abandon or otherwise dispose of any of its properties or assets that are material to its business; (v) amend in any adverse respect or terminate or extend any (A) Contracts listed on Schedule 3.21, (B) settlement Contracts providing for injunctive or equitable relief, (C) Contracts with Material Customers or Material Suppliers, or (D) Contracts related to endorsements (or similar arrangements) or marketing Contracts related to digital vendor Contracts, or enter into a Contract which, had it been entered into prior to the date hereof, would have been such a Contract; provided, however, that the Company and the Company Subsidiaries may sell those assets which it is permitted to dispose of pursuant to and renegotiate the terms of, or otherwise extend, any Company Material Contract that has expired in accordance with its terms prior to the date hereof or is scheduled to expire in accordance with its terms within six (6) months after the date hereof; (vi) (A) incur any Indebtedness in excess of $1,000,000, other than short-term Indebtedness or letters of credit incurred in the Ordinary Course or borrowings under existing credit facilities, or (B) make any loans or advances to any other Person, other than loans and advances to employees in the Ordinary Course; (vii) (A) grant or agree to grant to any employee or other independent contractor of the Company or any of the Company Subsidiaries, who has annual compensation in excess of $100,000, any increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits except for annual cost of living increases in the Ordinary Course, or (B) adopt or establish any new compensation or employee benefit plans or arrangements, or amend, terminate, or agree to amend or terminate any existing Company Benefit Plans, or (C) accelerate the time of payment, vesting or funding of any compensation or benefits under any Company Benefit Plan (including any plan or arrangement that would be a Company Benefit Plan if it was in effect on the date hereof), or (D) subject to Section 5.23, make or agree to make any bonus or incentive payments to any individual outside of the currently effective bonus plan as has been made available to Parent, or (E) enter into any new collective bargaining agreement or employment, consulting or other compensation agreement (x) for which the annual compensation to be paid is greater than $150,000 or (y) which is not terminable upon notice and without liability to any of the Group Companies, except (1) as may be required under applicable Law, (2) as required pursuant to the Company Benefit Plans or collective bargaining agreements of the Company or any of the Company Subsidiaries in accordance with their existing terms as in effect on the date hereof, (3) for payment of any accrued or earned but unpaid compensation, or (4) pursuant to employment, retention, change-of-control or similar type Contracts existing as of the date hereof, provided to Parent prior to the date hereof and set forth on Schedule 3.16(a) or (F) modify in any respect the terms of any existing employment, consulting or other compensation agreement or collective bargaining agreement or (G) make any change to the Term Loan Agreement key management structure of the Group Companies, including the hiring and may continue to de-emphasize its sales and licensing firing of its multifunction products business.additional officers or termination of existing officers (other than for “cause”); (viii) (a) make, change or rescind any Tax election, (b) it shall settle or compromise any claim, notice, audit report or assessment in respect of Taxes, (c) change any Tax period, (d) adopt or change any method of Tax accounting, (e) file any amended Tax Return or claim for a Tax refund, (f) surrender any right to claim a refund of Taxes, (g) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement, or closing agreement related to any Tax, or (h) request any Tax ruling from a competent authority; (ix) cancel or forgive any Indebtedness in excess of $100,000 owed to the Company or any of the Company Subsidiaries, other than Indebtedness of the Company to a Company Subsidiary or Indebtedness for borrowed money of a Company Subsidiary to the Company or to another Company Subsidiary that does not result in a post-Closing Tax or other liability; (x) except as may be required by Law or GAAP, make any material change in the financial or tax accounting methods, principles or practices of the Company (or change an annual accounting period); (xi) unless required by Law, (i) issuemodify, sellextend, pledgeor enter into any collective bargaining agreement, dispose works council agreement or any other labor-related Contract with any labor union, labor organization or works council, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Group Companies; (xii) implement any employee layoffs that would, independently or encumber in connection with any capital stock owned by it in layoffs occurring prior to the date hereof, implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (collectively, “WARN”); (xiii) grant or otherwise create or consent to the creation of any Lien (other than a Permitted Lien) on any of its Subsidiaries; material assets or Leased Real Properties, other than in the Ordinary Course; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (ivxiv) declare, set aside or pay any dividend payable in cash, stock or property in respect of make any capital stock other distribution other than the payment of cash dividends or cash distributions from its direct excess cash balances not needed for the operation of the business in the Ordinary Course; (xv) make any material change to any of the cash management practices of the Company or indirect wholly-owned Subsidiaries; any Company Subsidiary, including materially deviating from or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit materially altering any of its Subsidiaries to purchase practices, policies or otherwise acquire, any shares of its capital stock procedures in paying accounts payable or any securities convertible into or exchangeable or exercisable for any shares of its capital stockcollecting accounts receivable; (cxvi) neither it nor make any material change to the marketing strategy of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class the Company or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityCompany Subsidiary; (dxvii) except as required by the terms of this Agreementwaive, or permitted pursuant to Section 6.11(d) of this Agreementrelease, and except for option grants pursuant to the Directors' Planassign, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims rights, claims, suits, actions, audits, reviews, hearings, proceedings, investigations or litigation or(whether civil, except criminal, administrative or investigative) against the Company or any Company Subsidiary other than waivers, releases, assignments, settlements or compromises that do not exceed $150,000 individually or $300,000 in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claimsaggregate; (fxviii) neither it nor make or incur any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated capital expenditures, except for capital expenditures (A) in the ordinary Ordinary Course or (B) other than capital expenditures in an amount not to exceed $150,000 individually or $300,000 in the aggregate; (xix) buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (A) inventory and usual course supplies in the Ordinary Course, or (B) other assets in an amount not to exceed $500,000 individually or $1,000,000 in the aggregate; (xx) enter into any new line of business; (gxxi) neither it nor any adopt or effect a plan of its Subsidiaries shall take any action complete or omit (partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than omissions in good faiththe Merger and the treatment of options as contemplated by this Agreement; (xxii) fail to use its commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies consistent with levels maintained by the Company and each Company Subsidiary on the date of this Agreement; or (xxiii) authorize any of, or commit or agree to take any action that would cause any of, the foregoing actions in respect of its representations and warranties herein to become untrue in any material respect; andwhich it is restricted by the provisions of this Section 5.1. (hc) neither it nor Notwithstanding anything to the contrary set forth herein, the Company shall be permitted to take all actions (i) required to satisfy its obligations with respect to the Put Right (as defined in the Warrant Agreement), to the extent exercised by the Warrant Holder, or (ii) in connection with exercising the Call Right (as defined in the Warrant Agreement); provided, that in either case, the amount payable to the Warrant Holder in connection with such call or put right shall be included in the “Warrant Payment Amount” hereunder and any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingexpenses incurred in connection therewith are Company Transaction Expenses.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior through the earlier of the Acceptance Time or the date of termination of this Agreement, except (i) to the Effective Time (unless extent Parent shall otherwise approve and except consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as otherwise expressly set forth in the Company Disclosure Schedule, (iii) as contemplated or permitted by this Agreement and except Agreement, (iv) as may be necessary or appropriate to carry out the Transactions or (v) as required pursuant to by any Law or by the terms rules or regulations of NASDAQ, the Company shall, and shall cause each of the Term Loan Agreement other Acquired Companies to, (A) conduct its and their respective businesses in the related loan documentsordinary course, including consistent with past practice, and use its and their commercially reasonable efforts to (x) preserve intact its and their Intellectual Property business organization and assets, (y) keep available the repayment services of any principal or interestits current officers and employees and (z) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with the Company, and (B) without limiting the generality of the foregoing, the Side AgreementCompany shall not, and shall cause each of its Subsidiaries not to, without the Series D Exchange Agreement prior written consent of Parent (as defined in the Side Agreement)which consent shall not be unreasonably withheld, the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) conditioned or the Agreement of Understandingdelayed): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that amend the Company may sell those assets which it is permitted to dispose Certificate of pursuant to and in accordance with Incorporation, the terms Company Bylaws or other comparable charter or Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock of any Acquired Company, other than (x) dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent and (y) distributions resulting from the vesting or exercise of Company Compensatory Awards, (ii) split, combine or reclassify any capital stock of the Company or its Subsidiaries; , (iii) except as otherwise expressly provided in Section 6.1(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of any Acquired Company, (iv) purchase, redeem or otherwise acquire any security of any Acquired Company, except for acquisitions of shares of Company Common Stock by the Company in satisfaction by holders of Company Compensatory Awards of the applicable exercise price or withholding taxes with respect to any Company Compensatory Awards, or (v) repurchase, redeem enter into any amendment or otherwise acquire, except in connection with other modification to the Stock Option Plans, or permit material terms of any material indebtedness for borrowed money of any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockthe Acquired Companies; (c) neither it nor any of its Subsidiaries shall (i) issue, deliver, sell, grant, pledge, transfer, subject to any Encumbrance or dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights security of any kind to acquireAcquired Company, any other than (w) the issuance of shares of its capital stock Company Common Stock upon the exercise or settlement of any class or any other property or assets (other than Shares issuable pursuant to options Company Compensatory Awards that are outstanding on the date hereof under hereof, in accordance with the terms of the Company Compensatory Award as in effect on the date hereof, (x) grants or awards of Company securities made in the ordinary course of business, (y) grants or awards of Acquired Company securities to new hires made in the ordinary course of business consistent with past practice (but in no event may the aggregate number of shares of Company Common Stock Option Plansto which such Company Compensatory Awards relate exceed 100 shares of Company Common Stock), options for Shares and Shares issuable pursuant or (z) grants or awards of Acquired Company securities required to the Stock Purchase Plan, options issuable be made pursuant to the terms of the Directors' Plan (existing Company Benefit Plans in effect as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares date hereof and consistent with past practice, or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) amend any term of any security of the Acquired Companies (in each case, whether by merger, consolidation or otherwise), other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) the terms of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose Company Compensatory Awards in effect as of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entitydate hereof; (d) except as required by the terms of this Agreementadopt a plan or agreement of, or permitted pursuant to Section 6.11(d) of this Agreementresolutions providing for or authorizing, and except for option grants pursuant complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, each with respect to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employeesAcquired Companies; (e) neither it nor except as required under any Company Benefit Plan or applicable Law, as necessary to maintain the qualified status of its Subsidiaries shall settle a Company Benefit Plan or compromise as listed in Section 6.1(e) of the Company Disclosure Schedule, (A) increase the salary, wages, benefits, bonuses, or other compensation payable or to become payable to any material claims current or litigation orformer employee or director of any Acquired Company, except other than, with respect to employees who are not officers, increases in the ordinary and usual course consistent with past practice; (B) grant any bonus, severance, change in control, retention or similar payments or benefits to any such individual; (C) enter into, terminate or amend any Company Benefit Plan (or any arrangement that would constitute a Company Benefit Plan if in effect on the date hereof); (D) terminate the employment or services of businessany employee, modifyofficer, amend director or terminate consultant of any Acquired Company, other than terminations of its material Contracts such persons who have an annual base compensation rate below $150,000; or waive(F) hire or engage any new employee, release officer, director or assign consultant of any material rights Acquired Company, other than hiring or claimsengaging employees who would have an annual base compensation rate below $150,000; (f) neither it nor modify, extend or enter into any of its Subsidiaries shall make labor agreement, collective bargaining agreement or other labor-related agreements with any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of businessUnion; (g) neither it nor recognize or certify any Union as the bargaining representative for any employees of its Subsidiaries shall take the Acquired Companies; (h) acquire any action business, assets or omit capital stock of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), other than omissions one or more acquisitions in good faiththe ordinary course of business consistent with past practice that, individually, involve a purchase price of not more than $1,000,000; (i) except as set forth in the Company’s capital budget provided to take Parent prior to the date hereof, make or authorize any action that would cause any capital expenditure, individually, in excess of its representations and warranties herein to become untrue $1,000,000, or, in the aggregate, in excess of $500,000; (i) except in the ordinary course of business consistent with past practice (A) amend or modify in any material respect; and , or waive any material rights under or voluntarily terminate (h) neither it nor other than any of Material Contract that expires by its Subsidiaries will authorize or enter into an agreement to do terms), any of the foregoing.Material Contract, or

Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, or (ii) as consented to itself and its Subsidiaries thatin writing by Parent, after the date hereof hereof, and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Time: (a) the business of it the Company and each of its Subsidiaries shall be conducted only in the ordinary and usual course and, to the extent consistent therewith, it each of the Company and its Subsidiaries shall use all reasonable efforts to preserve intact its business organization and maintain its existing relations and goodwill with customers, suppliers, distributorsemployees, creditors, lessors business partners and others having significant business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance dealings with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.them; (b) it the Company shall not, and shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in permit any of its Subsidiaries; Subsidiaries to: (iii) amend its certificate of incorporation or by-lawslaws or similar organizational documents; (iii) split, combine or reclassify its outstanding shares of capital stock; (ivii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property in with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; ; (c) neither it nor any of its Subsidiaries shall (iiii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, acquire any shares of its of, capital stock of any class or Voting Debt of the Company or any other property or assets (of its Subsidiaries, other than Shares issuable shares of Company Common Stock reserved for issuances pursuant to options the exercise of Options outstanding on the date hereof under and disclosed in Section 3.2; (iv) split, combine or reclassify the outstanding Company Common Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms or any outstanding capital stock of any Subsidiary of the Directors' Plan Company; or (as defined v) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock or any instrument or security which consists of or includes a right to acquire such shares; (c) the Company shall not, and shall not permit any of its Subsidiaries to, transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any assets other than in Section 6.11(a))the ordinary course of business consistent with past practice and which consist of sales that do not exceed $100,000 per transaction and $500,000 in the aggregate; (d) the Company shall not, Shares issuable upon the conversion and shall not permit any of Series B Sharesits Subsidiaries to, the exchange acquire or publicly propose to acquire or agree to acquire (i) by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the Series B Shares for the Series D Shares assets of, or Shares issuable upon the exercise of the Exchange Warrants by any other manner, any business or the Other Warrants); any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) other than any assets outside of the ordinary course of business consistent with past practice; (e) the Company shall not, and shall not permit any of its Subsidiaries to (i) grant any increase in the compensation payable or to become payable, except for increases in the ordinary and usual course of business consistent with past practice and except budgeted for sales permitted by and made in accordance with Section 9(c) the 2000 budget of the Term Loan AgreementCompany, transfera copy of which has been provided by the Company to the Parent under a separate cover letter on and as of the date of this Agreement (the "2000 Budget"), leaseto employees of the Company or its Subsidiaries or any director or executive officer of the Company or the Company's Subsidiaries; (ii) enter into or adopt any new, license, guarantee, sell, mort- gage, pledge, dispose or amend or otherwise increase or accelerate the payment or vesting of or encumber otherwise provide for any benefit or amount payable or to become payable under, any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other property employee benefit plan, or assets (including capital stock of other contract, agreement, commitment, arrangement, plan, trust fund or policy maintained or contributed to or entered into by the Company or any of its Subsidiaries; or (iii) enter into any employment, deferred compensation or severance agreement with or grant any severance or termination pay to any officer, director or employee of the Company or any of its Subsidiaries; (f) the Company shall not, and shall not permit any of its Subsidiaries to enter into, modify, amend, or renew any contract or agreement unless in the ordinary course of business consistent with past practice, the contract may be terminated upon forty-five days notice, and the dollar value of such new contract or agreement, or existing contract or agreement as so amended, modified, or renewed, is or would be less than $150,000 (not to exceed $500,000 in the aggregate); (g) the Company shall, and shall cause each of its Subsidiaries to, maintain insurance coverage that in the aggregate is not different from that which is currently in effect; (h) the Company shall not, and shall not permit any of its Subsidiaries to: (i) incur or assume any long-term debt, individually or in the aggregate, or incur or modify assume any material short-term indebtedness or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other liabilityperson; (ii) make any loans, advances or capital contributions to, or investments in, any other person (other than to wholly owned Subsidiaries of the Company consistent with past practice); or (iii) make or authorize or commit for any capital expenditures which are not included in the 2000 Budget, other than as set forth in Section 5.1(k); (i) the Company shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles used by it except as required by law, rule, regulation or GAAP; (j) the Company shall not, and shall not permit any of its Subsidiaries to, make any Tax election other than in the ordinary and usual course of business orand consistent with past practice, change any Tax election already made, adopt any accounting method relating to Taxes, change any accounting method relating to Taxes unless required by GAAP, settle or compromise any means, make Tax liability or consent to any acquisition of, or investment in, assets or stock waiver of or other interest in, the statute of limitations for any other Person or entitysuch Tax liability; (dk) except as required by neither the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it Company nor any of its Subsidiaries shall terminatepay, establishdischarge, adoptsatisfy or incur any claims, enter into, make any new grants liabilities or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation obligations of any employeesnature, whether or not accrued, contingent or otherwise, except such liabilities and obligations that (i) have been incurred in the ordinary course of the Company's business, consistent with its regular practices as in effect on June 30, 2000 and (ii) are consistent with the Company's normal business terms as in effect on June 30, 2000 with respect to employment terms, sales to customers, purchases from vendors or otherwise. Notwithstanding the preceding sentence, the Company shall not make nor commit to make to any capital expenditures that impose costs to the Company in excess of $100,000 per capital expenditure or $250,000 in the aggregate, for the thirty day period following the date hereof, or $500,000 in the aggregate, if the Effective Date does not occur within such thirty day period, and which are not expressly described in the 2000 Budget or in the 1999 budget of the Company a copy of which has been expressly approved by the Company's Board of Directors on or prior to the date hereof and provided by the Company to the Parent under a separate cover letter on and as of the date of this Agreement (the "1999 Budget"); provided, however, that notwithstanding the foregoing, the Company shall be entitled to pay on a timely basis all reasonable, documented advisory fees and expenses related to this Agreement and the transactions contemplated hereby; (el) neither it nor the Company shall not, and shall not permit any of its Subsidiaries to adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Merger); (m) the Company shall settle not, and shall not permit any of its Subsidiaries to, amend, renew, terminate or compromise cause to be extended any material claims lease, agreement or litigation orarrangement relating to any of its leased properties or enter into any lease, agreement or arrangement with respect to any real property except for monthly renewals of leases that expire monthly; (n) the Company shall, and shall cause each of its Subsidiaries to maintain in effect all existing Permits; (o) subject to the other restrictions set forth in this Section 5.1, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any agreement or arrangement with any of their respective officers, directors, stockholders of the Company holding 2% or more of any class or series of capital stock of the Company (including the Shares), or any persons affiliated with the foregoing, other than such agreements and arrangements as are entered into in the usual, ordinary and usual regular course of business, modifyconsistent with past practice and which have been negotiated on an arms-length basis and are no less favorable to the Company or its Subsidiaries than the Company or such Subsidiary would have obtained from an unaffiliated third party, amend or terminate and provided that the Company shall have scheduled such items pursuant to Schedule 3.7 or, if after the date of this Agreement, the Company shall receive Parent's consent in writing prior to entering into any of its material Contracts or waive, release or assign any material rights or claimssuch affiliate transaction; (fp) neither it nor the Company shall not, and shall not permit any of its Subsidiaries shall make to, take, or agree to commit to take, any Tax election action that would impair the ability of the Company, Parent or permit any insurance policy naming it as a beneficiary Purchaser to consummate the Offer or loss-payable payee to be cancelled the Merger in accordance with the terms hereof or terminated except in the ordinary and usual course of businessdelay such consummation; (gq) neither it nor the Company will not, and will not permit any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to to, take any action that would cause make any representation or warranty, when read without any exception or qualification to materiality or Company Material Adverse Effect, of its representations and warranties herein to become untrue the Company hereunder inaccurate in any material respect; andrespect at, or as of any time prior to, the Effective Time. (hr) neither it nor the Company shall not, and shall not permit any of its Subsidiaries will authorize or to, enter into an agreement agreement, contract, commitment or arrangement to do any of the foregoing, or to publicly announce an intention to do any of the foregoing.

Interim Operations of the Company. The Company covenants --------------------------------- and agrees as to itself and its Subsidiaries that, that after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and Time, except as otherwise expressly (i) contemplated by this Agreement, (ii) required by applicable law, by any Significant Agreement and except as required pursuant to the terms or by any Plan disclosed on Schedule 3.9(a) of the Term Loan Agreement and the related loan documents, including the repayment of any principal Disclosure Schedule or interest, the Side Agreement, the Series D Exchange Agreement (as defined iii) agreed to in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):writing by Parent: (a) the business of it the Company and its Subsidiaries shall be conducted only in the ordinary and usual course and, to the extent consistent therewith, it the Company shall use its reasonable best efforts to preserve its business organization and the business organization of its Subsidiaries shall use all reasonable efforts to intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors suppliers and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.employees; (b) it the Company shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate Amended and Restated Certificate of incorporation Incorporation or byBy-laws; Laws and shall not authorize or vote in favor of, directly or indirectly, any amendment by its Subsidiaries of their respective organizational documents; (iiic) split, combine or reclassify its outstanding shares of capital stock; (iv) the Company shall not declare, set aside or pay any dividend payable in cash, stock or property in other distribution with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) ; and neither it the Company nor any of its Subsidiaries shall (i) issue, sell, pledge, issue or dispose of or encumber any additional shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, or rights to acquire, any shares of capital stock of any class of the Company or its Subsidiaries other than issuances of shares of Company Common Stock pursuant to securities, options, warrants, calls, commitments or rights of existing at the date hereof and disclosed to Purchaser in writing (including as disclosed in the Company SEC Documents); or (ii) re- deem, purchase or otherwise acquire directly or indirectly any kind to acquire, any shares of its capital stock stock; (d) Neither the Company nor its Subsidiaries shall incur any indebtedness for borrowed money other than (i) short term indebtedness incurred in the ordinary course of any class business (ii) indebtedness of Subsidiaries incurred in connection with the acquisition, development, construction or any other property operation of power generation or energy producing facilities, which indebtedness is without recourse to the Company or its assets (other than Shares issuable pursuant to options outstanding on the date hereof under assets or earnings of such Subsidiary or such facility), and (iii) other indebtedness not in excess of $15 million in the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms aggregate; (e) except as set forth in Schedule 6.1(e) of the Directors' Plan Disclosure Schedule, neither the Company nor its Subsidiaries shall (as defined i) except for increases in Section 6.11(a))the ordinary course of business consistent with past practice or to reflect promotions, Shares issuable upon grant any material increase in the conversion compensation payable or to become payable by the Company or any of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants)its Subsidiaries to any employee; (ii) other than in adopt or otherwise materially increase, or accelerate the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) payment or vesting of the Term Loan Agreementamounts payable under any existing, transferbonus, leaseincentive compensation, licensedeferred compensation, guaranteeseverance, sellprofit sharing, mort- gagestock option, pledgestock appreciation right, dispose of or encumber any other property or assets (including capital restricted stock of any of its Subsidiaries) or incur or modify any material indebtedness purchase, insurance, pension, retirement or other liabilityemployee benefit plan agreement or arrangement; or (iii) make enter into or authorize or commit for any capital expenditures other than amend in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims respect any existing employment or litigation severance agreement or consulting agreement with any individual consultant (which consulting agreement provides for payments in excess of $350,000) or, except in accordance with the existing written policies of the Company, existing contracts or agreements or in the ordinary and usual course of businessbusiness consistent with past practice, modifygrant any severance or termination pay to any officer, amend director, employee or terminate individual consultant of the Company or any of its material Contracts or waive, release or assign any material rights or claimsSubsidiaries; (f) neither it the Company nor any of its Subsidiaries shall make any Tax election change the accounting principles used by it unless required by law, SEC guidelines or permit any insurance policy naming it as a beneficiary or loss-payable payee GAAP (or, if applicable with respect to be cancelled or terminated except in the ordinary and usual course of businessSubsidiaries, applicable foreign generally accepted accounting principles); (g) neither it nor The Company shall not, and shall not permit any of its Subsidiaries shall take to, acquire or agree to acquire any action material assets except in the ordinary course of business or omit (other than omissions in good faith) incur or commit to take any action that would cause incur, or consent to the incurrence by any of its representations and warranties herein the Excluded Subsidiaries, of any capital expenditures (as such term is defined under GAAP) not included in the 1997 project financial models previously provided to become untrue Parent except for such capital expenditures not in any material respectexcess of $1 million per project or more than $15 million in the aggregate; and (h) The Company shall not permit any individual to subscribe for any additional shares of Company Common Stock under the Stock Purchase Plan. (i) neither it the Company nor any of its Subsidiaries will authorize or enter into an agreement agreement, contract, commitment or arrangement to do any of the foregoing.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior to through the earlier of the Effective Time or the date of termination of this Agreement, to use commercially reasonable efforts to conduct the operations of the Acquired Companies in the ordinary course of business consistent with past practice in all material respects and to use its best efforts to maintain its status as a REIT for U.S. federal income tax purposes. Without limiting the foregoing, except (unless i) as set forth in Section 6.1 of the Company Disclosure Schedule, (ii) as contemplated or permitted by this Agreement, (iii) as may be necessary or appropriate to carry out the Transactions, (iv) as may be required to facilitate compliance with any Law or Contract, or (v) as required by the rules or regulations of NYSE, the Company shall not, nor shall it permit any of its Subsidiaries to, do or offer or become bound to do, any of the following without the prior written consent of Parent (which consent shall otherwise approve not be unreasonably withheld, conditioned or delayed): (a) amend the Company Articles of Amendment and Restatement, the Company Bylaws or other comparable charter or Organizational Documents of the Acquired Companies (whether by merger, consolidation or otherwise); (b) (i) split, combine or reclassify any capital stock of the Company or any Acquired Company (other than such split, combination or reclassification that would not reasonably have an adverse effect on Parent, the Surviving Company or any Acquired Company), (ii) except as otherwise expressly contemplated provided in this Section 6.1, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of any Acquired Company, or (iii) purchase, redeem or otherwise acquire any Company securities, except for acquisitions of shares of Company Common Stock by this Agreement and except as required the Company in satisfaction by holders of Company Compensatory Awards of the applicable exercise price and/or withholding taxes; (c) (i) issue, deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), sell, grant, pledge, transfer, subject to any lien or dispose of any Company securities or Operating Partnership securities or any other securities convertible into or exchangeable for Company securities or Operating Partnership securities, other than (v) the issuance of shares of Company Common Stock in exchange for OP Units pursuant to the terms of the Term Loan Agreement and the related loan documentsOperating Partnership’s limited partnership agreement, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (aw) the business issuance of it and its Subsidiaries shall be conducted in shares of Company Common Stock upon the ordinary and usual course andsettlement of Company Performance RSU Awards that are outstanding on the date hereof, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it such awards as in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding effect on the date hereof under hereof, (x) grants or awards of Company securities made in the Stock Option Plansordinary course of business, options for Shares and Shares issuable pursuant (y) grants or awards of Company securities to new hires made in the Stock Purchase Planordinary course of business, options issuable or (z) grants or awards of Company securities required to be made pursuant to the terms of the Directors' Plan (existing employment or other compensation agreements or arrangements in effect as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares date hereof, or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) amend any term of any security of the Acquired Companies (in each case, whether by merger, consolidation or otherwise); (d) adopt a plan or agreement of, or resolutions providing for or authorizing, complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, each with respect to the Company or any of the Acquired Companies; (e) acquire any business, assets or capital stock of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), other than one or more acquisitions in the ordinary and usual course of business and except for sales permitted by and made in accordance consistent with Section 9(cpast practice that, individually, involve a purchase price of not more than $500,000; (f) of the Term Loan Agreement, transfersell, lease, license, guarantee, sell, mort- gage, pledge, transfer, subject to any lien or otherwise dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness assets or other liabilitymaterial properties except (i) pursuant to existing Contracts or commitments; (ii) pursuant to any Excluded Asset Purchase Agreement, or (iii) make or authorize or commit for any capital expenditures other than Permitted Encumbrances incurred in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor change any of the accounting methods used by the Company materially affecting its assets, liabilities or business, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act or as otherwise specifically disclosed in the Company SEC Documents filed prior to the date of this Agreement; (h) (i) incur, refinance, guarantee or assume any long-term or short-term indebtedness except (x) for borrowings under the Company’s current credit facilities in the ordinary course of business or (y) in respect of indebtedness owing by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than any Acquired Company); (i) enter into, terminate, or, other than in the ordinary course of business, amend in any material respect any Material Contract or any Contract which if entered into prior to the date hereof would be a Material Contract, except that prior to the Closing Date the Company shall, and shall cause the Acquired Companies to, take all actions necessary to terminate all Contracts evidencing or relating to Indebtedness and such other Contracts specified in writing by Parent no less than 30 days prior to the anticipated Closing Date; (j) settle or compromise any pending or threatened Legal Proceeding against the Company or any Acquired Company (or for which the Company or any Acquired Company would have any Liability), whether or not commenced prior to the date of this Agreement, other than settlements of any pending or threatened Legal Proceeding (A) in which the Company or any Acquired Company is named as a nominal defendant, (B) in the ordinary course of business, (C) providing solely for payment of amounts less than $250,000 in cash individually, or $500,000 in cash in the aggregate (net of any amount covered by insurance) or (D) reflected or reserved against in the Most Recent Balance Sheet for an amount not materially in excess of the amount so reflected or reserved (excluding any amount that may be paid under insurance policies or indemnification agreements); provided, that the Company may settle or agree to settle any legal Proceeding without Parent’s prior written consent if such settlement or compromise (i) includes an unconditional release of the Parent Parties and their directors, officers, employees, agents and Affiliates from all liability in respect of such claim, (ii) does not include any statement as to, or any admission of, fault, culpability or a failure to act on the part of the any Company Party, Parent Party or any of their respective directors, officers, employees, agents or Affiliates, (iii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of any Parent Party or any of its Subsidiaries (including the Surviving Company or the Acquired Companies following the Effective Time), and (iv) consists solely of the payment of monetary relief that is either paid in full prior to, or reserved against in, the calculation of the Closing Dividend Amount and would not provide for any other Liabilities or restrictions on the business of the Company; (k) (i) make any capital expenditures other than capital expenditures set forth in the capital expenditure budget set forth on Section 6.1(m) of the Company Disclosure Schedule, or (ii) fail to make capital expenditures set forth in the capital expenditure budget set forth on Section 6.1(m) of the Company Disclosure Schedule; provided, however, in each case that the Company shall not commit capital of $250,000 or more to any project referred to in such capital expenditure budget without the prior written consent of Parent; (l) fail to maintain in full force and effect material insurance policies or comparable replacement policies covering the Acquired Companies and their respective properties, assets and businesses in a form and amount consistent with past practice; (m) (i) change any method of Tax accounting, (ii) make, change or rescind any election with respect to Taxes, (iii) amend any Tax Return, (iv) settle or compromise any Tax liability, claim or assessment, (v) enter into any closing or other agreement with a Governmental Authority related to Taxes, (vi) consent to any extension or waiver of a statute of limitations with respect to any Tax Return or surrender any right to claim a refund of Taxes, except, in each case, (A) in the ordinary course of business or (B) to the extent necessary to preserve the Company’s qualification as a REIT under the Code or the status of any Subsidiary as a partnership or disregarded entity for U.S. federal income tax purposes or as a qualified REIT subsidiary, a taxable REIT subsidiary or a REIT under the applicable provision of Section 856 of the Code, as the case may be; (n) take any action action, or omit (other than omissions in good faith) fail to take any action that would action, which could reasonably be expected to cause any of its representations and warranties herein (i) the Company to become untrue in any material respect; and fail to qualify as a REIT or (hii) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the Company Subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a qualified REIT subsidiary, a taxable REIT subsidiary or a REIT under the applicable provision of Section 856 of the Code, as the case may be; or (o) authorize, commit or agree to take any of the foregoing actions; provided, that none of the foregoing provisions of this Section 6.1 shall in any way restrict the ability of the Company or any of the Company Subsidiaries to consummate the Excluded Asset Transactions pursuant to the express terms of the Excluded Asset Purchase Agreements. In addition, notwithstanding the foregoing, (i) nothing contained in this Agreement shall give to any Parent Party, directly or indirectly, rights to control or direct the operations of the Company or the Acquired Companies prior to the Effective Time, and (ii) nothing in this Section 6.1 shall restrict the Company and the Acquired Companies from, or require the consent of Parent prior to, engaging in any transaction or entering into any agreement exclusively among the Company and the Acquired Companies.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior of this Agreement to the Effective Time earlier of (unless Parent shall otherwise approve x) termination of this Agreement in accordance with Section 8.1, and (y) the Xxxxxxxxxx Xxxxxx Xxxxxxx, except as required by applicable Law and/or as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documentsAgreement, including to effect the repayment of any principal Merger or interestLuxembourg Merger, the Side Agreementor as consented to by Modern Media (which consent shall not be unreasonably withheld, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreementconditioned or delayed) or the Agreement of Understandingin consultation with Modern Media (only with respect to Section 5.1(b)(v) and Section 5.1(b)(vii)): (a) the Company shall, and shall cause each Company Subsidiary to, conduct its business of it and its Subsidiaries shall be conducted in the ordinary Ordinary Course in all material respects, timely file all required Tax Returns and usual course pay all required Taxes, and, to the extent consistent therewithwith the foregoing, it and use its Subsidiaries shall use all commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its officers and key employees, (iii) maintain existing relationships with its existing relations Material Customers and goodwill Material Suppliers, and (iv) undertake the actions set forth on Schedule 5.1(a) prior to the Closing; and (b) except as set forth on Schedule 5.1(b), the Company shall not, and shall cause each Company Subsidiary not to, effect any of the following: (i) make any change in or amendment to its Organizational Documents, other than changes required to effect the conversions described in Section 5.8(c); (ii) issue, allot or sell, or authorize to issue, allot or sell, any membership interests, shares of its capital stock or any other ownership interests, as applicable, or issue or sell, or authorize to issue, allot or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with customersrespect to the issuance, suppliersallotment or sale of, distributorsany shares of its membership interests, creditorscapital stock or any other ownership interests, lessors and business associatesas applicable (for the avoidance of doubt, this Section 5.1(b)(ii) shall not prohibit an Option Holder from otherwise exercising any or all Options held by such Option Holder in accordance with the applicable Option Agreement), other than to employees or consultants of any Group Company or other similar Persons providing any Group Company with goods or services in the Ordinary Course; (iii) split, combine, redeem or reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock or any other ownership interests, as applicable; (iv) other than in the Ordinary Course, sell, lease, license, permit to lapse, abandon or otherwise dispose of any of its properties or assets that are material to its business; (v) amend in any material adverse respect or terminate any (A) Contracts listed on Schedule 3.13, (B) settlement Contracts providing for injunctive or equitable relief, or (C) Contracts with Material Customers or Material Suppliers, or (D) Contracts related to endorsements (or similar arrangements) or marketing Contracts related to digital vendor Contracts, or enter into a Contract which had it been entered into prior to the date hereof would have been such a Contract; provided, however, that the Company and the Company Subsidiaries may sell those assets which it is permitted to dispose of pursuant to and renegotiate the terms of, or otherwise extend, any Company Material Contract that has expired in accordance with its terms prior to the date hereof or is scheduled to expire in accordance with its terms of within six (6) months after the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business. (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockdate hereof; (cvi) neither it nor (A) incur any Indebtedness in excess of its Subsidiaries shall (i) issue€200,000, sell, pledge, dispose other than short-term Indebtedness or letters of credit incurred in the Ordinary Course or encumber any shares ofborrowings under existing credit facilities, or securities convertible into (B) make any loans or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind advances to acquire, any shares of its capital stock of any class or any other property or assets (Person, other than Shares issuable pursuant loans and advances to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than employees in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityOrdinary Course; (dvii) except as required by (A) grant or agree to grant to any employee or other independent contractor of the terms of this Agreement, Company or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminatethe Company Subsidiaries, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modifywho has annual compensation in excess of €100,000, any Compensation and Benefit Plans increase in wages or increase the salarybonus, wageseverance, bonus profit sharing, retirement, insurance or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation orbenefits, except in as specifically granted pursuant to a written agreement entered into prior to the ordinary and usual course of businessdate hereof, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.or

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the date hereof and prior to period from the Original Agreement Date through the earlier of the Effective Time or the date of termination of this Agreement in accordance with Section 7.1, except (unless a) to the extent Parent shall otherwise approve and except consent in writing, (b) as otherwise set forth on Section 5.1 of the Company Disclosure Schedule, (c) as expressly contemplated by this Agreement and except as required pursuant to this Agreement, (d) as required by applicable Law, or (e) as required by the terms rules and regulations of the Term Loan Agreement NYSE, (i) the Company shall, and shall cause the related loan documentsother Acquired Companies to, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) conduct the business of it and its Subsidiaries shall be conducted the Acquired Companies in all material respects in the ordinary and usual course of business in a manner consistent with past practice and, to the extent consistent therewith, it use reasonable best efforts to, except for actions taken (or not taken) in connection with any COVID-19 Measures, preserve its assets and its Subsidiaries shall use business organization intact in all reasonable efforts to material respects and maintain its existing business relations and goodwill with customers, suppliers, distributorslicensors, creditorsGovernmental Entities, lessors independent contractors, employees and business associates; providedpartners, howeverin each case, that whose business relationships are material to the Acquired Companies, taken as a whole and (ii) without limiting the generality of the foregoing clause (i), the Company may sell those assets which shall not, nor shall it is permitted to dispose permit any of pursuant to and in accordance with its Subsidiaries to, directly or indirectly: (a) amend the terms Company Certificate of Incorporation, the Company Bylaws or other comparable Organizational Documents of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable dividends on, or make any other distributions (whether in cash, stock stock, property or property otherwise) in respect of of, or enter into any agreement with respect to the voting of, any capital stock or other Securities of any Acquired Company, other than dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiary of the Company to its parent in the ordinary course of business consistent with past practice, (ii) adjust, split, reverse split, combine, subdivide or reclassify any capital stock or other Securities of the Company or any of its Subsidiaries; , (iii) except as expressly permitted in Section 5.1(c), issue or authorize the issuance of any other Securities in respect of, in lieu of or in substitution for, shares of capital stock or any other Securities of any Acquired Company, or (viv) repurchasepurchase, redeem redeem, repurchase or otherwise acquire, directly or indirectly, any Securities of any Acquired Company, except for acquisitions of shares of Company Common Stock by the Company in satisfaction of the applicable exercise price and/or withholding Taxes in connection with the Stock Option Plansexercise, vesting or permit settlement of any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockCompany Compensatory Awards; (c) neither it nor any of its Subsidiaries shall (i) issue, deliver, sell, modify, grant, pledge, transfer, subject to any Encumbrance or dispose of or encumber any shares of, or securities convertible into authorize the same with respect to, directly or exchangeable or exercisable forindirectly, or options, warrants, calls, commitments or rights any Securities of any kind to acquireAcquired Company, any other than the issuance of shares of its capital stock Company Common Stock upon the exercise of any class Company Options or any other property the settlement of Company DSUs or assets (other than Shares issuable pursuant to options Company RSUs that are in each case outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable (or permitted to be granted pursuant to this Agreement after the Stock Purchase Plandate hereof as set forth on Section 5.1(c) of the Company Disclosure Schedule), options issuable pursuant to in accordance with the respective terms of the Directors' Plan (as defined in Section 6.11(a))such Company Options, Shares issuable upon the conversion of Series B SharesCompany DSUs or Company RSUs, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course amend any term of business and except for sales permitted by and made in accordance with Section 9(c) any Security of the Term Loan AgreementAcquired Companies (in each case, transferwhether by merger, lease, license, guarantee, sell, mort- gage, pledge, dispose of consolidation or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityotherwise); (d) adopt a plan or agreement of, or resolutions providing for or authorizing, or effect, any complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, in each case with respect to any of the Acquired Companies; (e) except as required by any Company Benefit Plan in existence as of the terms of this Agreementdate hereof, or permitted pursuant to Section 6.11(d(i) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make materially amend or terminate any new grants Company Benefit Plan, or awards underany plan, reprice program, policy, practice, agreement or substitute other arrangement that would be a Company Benefit Plan if it had been in existence on the date of this Agreement (other than offer letters that provide for at-will employment without any options previously granted underseverance, termination, change in control or similar benefits, other than severance benefits in accordance with (and not to exceed amounts permitted by) the Acquired Company policy set forth on Section 5.1(e)(i) of the Company Disclosure Schedule); (ii) grant or pay, or commit to grant or pay, any bonus, incentive or profit-sharing award or payment, or increase the base salary and/or cash bonus opportunity or other compensation to any director, officer, employee, or consultant of any Acquired Company, except in each case, (A) as required by applicable Law or any Company Benefit Plan in effect as of the date of this Agreement, or (B) in the case of increases in annual base salaries and the payment or grant of cash incentive compensation payable to any of its current employees at the rank or title below the rank or title of Vice President, at times and in dollar amounts in the ordinary course of business in connection with the Company’s annual salary review process consistent with past practice; (iii) accelerate or take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any current or former director, officer, employee, or consultant of any Acquired Company; (iv) enter into, extend, amend or otherwise modify, or terminate any Compensation and Benefit Plans or increase the salaryemployment, wageseverance, bonus termination, change in control, retention, individual consulting or other similar agreement with any current or former director, officer, employee, or consultant of, or individual service provider to, any Acquired Company (other than offer letters that provide for at-will employment without any severance, termination, change in control or similar benefits, other than severance benefits in accordance with (and not to exceed amounts permitted by) the Acquired Company policy set forth on Section 5.1(e)(i) of the Company Disclosure Schedule for newly hired employees or individual service providers who are hired in the ordinary course of business and consistent with past practice and whose annual base compensation does not exceed $250,000 individually); (v) communicate with the employees of any employeesAcquired Company regarding the compensation, benefits or other treatment they will receive following the Effective Time, unless such communication is (A) approved by Parent in advance of such communication or (B) required by applicable Law; or (vi) except as may be required by GAAP, materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or materially change the manner in which contributions to such plans are made or the basis on which such contributions are determined; (ef) neither it nor hire, promote or terminate the employment of (other than for cause, death or disability) any employee with annual base compensation above $250,000; (g) take any action requiring notice to employees, or triggering any other obligations, under WARN, or any similar state, local or foreign Law, prior to the Closing; (h) waive, release or limit any restrictive covenant of any current or former employee or independent contractor of an Acquired Company; (i) make any loan or advance to (other than travel and similar advances to its employees in the ordinary course of business and consistent with past practice), or capital contribution to, or investment in, any Person (other than wholly owned Subsidiaries of the Company in the ordinary course of business consistent with past practice); (j) forgive any loans or advances to any officers, employees or directors of the Acquired Companies or change its existing borrowing or lending arrangements for or on behalf of any of its Subsidiaries shall settle such Persons pursuant to an employee benefit plan or compromise any material claims or litigation orotherwise, except in the ordinary course of business in connection with relocation activities to any employees of the Acquired Companies; (k) agree to or otherwise commence, release, compromise, assign, settle or resolve, in whole or in part, any threatened or pending Legal Proceeding or insurance claim, other than settlements that result solely in monetary obligations involving payment (without the admission of wrongdoing) by an Acquired Company of an amount not greater than $500,000 (net of insurance proceeds) in the aggregate for all such matters; (l) fail to use commercially reasonable efforts to maintain in effect material insurance policies covering the Acquired Companies and usual their respective properties, assets and businesses; (m) acquire any Entity, business, or all or a material portion of the assets, or equity interest of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, joint venture, purchase of assets, merger, consolidation, or otherwise), or acquire any real property or ownership interest therein; (i) sell, lease, license, pledge, transfer, abandon, mortgage, lease (as lessor), subject to any Encumbrance or otherwise dispose of any assets (including Intellectual Property Assets), business, properties or rights of the Acquired Companies, except (A) pursuant to existing Contracts or Leases or commitments in effect as of the date hereof, (B) issuance of non-exclusive licenses to its customers in the ordinary course of business consistent with past practice, (C) sales of used and obsolete equipment in the ordinary course of business and consistent with past practice, or (D) Permitted Encumbrances incurred in the ordinary course of business, or (ii) enter into any new line of business or (iii) create any new Subsidiaries or Joint Ventures; (i) cancel, dedicate to the public, disclaim, forfeit, reissue, reexamine or abandon without filing a substantially identical counterpart in the same jurisdiction with the same priority or allow to lapse (except with respect to Patents expiring in accordance with their terms) any Company Intellectual Property Assets; (ii) fail to make any filing, pay any fee, or take any other action necessary to prosecute and maintain in full force and effect any material Company Intellectual Property Asset, including, allowing patent families with pending applications to close by not filing a continuing application; (iii) make any change in a Company Intellectual Property Asset that is or would reasonably be expected to materially impair such Company Intellectual Property Asset or the Acquired Companies’ rights with respect thereto; (iv) impair an Acquired Companies’ right to use any of the Intellectual Property Assets necessary for or otherwise material to the conduct of the Acquired Companies’ businesses as currently conducted; (v) disclose to any Person, any Trade Secrets, know-how or confidential or proprietary information, except, in the case of confidential or proprietary information, in the ordinary course of business; or (vi) fail to take or maintain reasonable measures to protect the confidentiality and value of material Trade Secrets included in the Company Intellectual Property Assets; (p) except as expressly required pursuant to the terms thereof, (i) pay, discharge or satisfy any Indebtedness that has a prepayment cost, “make whole” amount, prepayment penalty or similar obligation (other than Indebtedness incurred by the Company or its wholly owned Subsidiaries and solely owed to the Company or its wholly owned Subsidiaries) or (ii) cancel any material Indebtedness (individually or in the aggregate) owing to any Acquired Company or settle, waive or amend any claims or rights of substantial value; (q) make any material change to the accounting methods, policies and procedures of the Acquired Companies, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act; (r) (i) incur, create, assume or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for any Indebtedness, including by the issuance of any debt security (or any option, warrant, call or similar right to acquire any debt security), except (A) for borrowings under the Company’s current credit facilities in the ordinary course of business (including with respect to equipment leasing), or (B) in respect of Indebtedness owing by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, in the ordinary course of business consistent with past practice, or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Indebtedness or obligations of any Person (other than any wholly owned Subsidiary of the Company); (s) make or agree to make any capital expenditures exceeding $500,000 in the aggregate; (i) make or change any material Tax election or adopt or change any material method of Tax accounting; (ii) file any material amended Tax Return; (iii) settle or compromise any audit, assessment or other proceeding relating to a material amount of Taxes; (iv) agree to an extension or waiver of the statute of limitations with respect to material Taxes; (v) 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 any material Tax; (vi) surrender any right to claim a material Tax refund; (vii) enter into any Tax sharing, indemnification or allocation agreement (other than any such agreement entered into in the ordinary course of business the principal purpose of which is not Taxes); or (viii) take or permit any action or engage in any transaction outside the ordinary course of business from the date of this Agreement through the Closing Date which could give rise to a material U.S. income inclusion under Section 951 of the Code; (u) materially amend, materially modify, amend enter into or terminate any labor, collective bargaining, works council or similar agreement regarding the employees of its material Contracts any Acquired Company; (v) negotiate, amend, extend, renew, terminate or enter into, or agree to any amendment or modification of, or waive, release or assign any material rights under, any Material Contract, any Contract that would have been a Material Contract or claims; (f) neither a Lease had it nor been entered into prior to the date of this Agreement or any of its Subsidiaries shall make Lease for any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated Leased Real Property, except in the case of any Contract of the type described in Section 3.10(a)(ii), in the ordinary and usual course of business;business consistent with past practice; provided, however, that the foregoing exception shall not apply to any Contract that requires or provides for consent, acceleration, termination or any other material right or consequence triggered in whole or in part by the Merger or any of the other Transactions; or (gw) neither it nor any of its Subsidiaries shall take any action authorize, commit or omit (other than omissions in good faith) agree to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize do, or enter into any Contract to do, or announce an agreement intention to do do, any of the foregoing actions. Notwithstanding the foregoing, nothing contained in this Agreement shall give to Parent or Merger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time.

Interim Operations of the Company. The Company covenants and agrees Except as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except or as required pursuant by applicable Law, the Company agrees that prior to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Closing Date: (ai) the Company will conduct business of it and its Subsidiaries shall be conducted only in the ordinary and usual course and, to the extent of business consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.past practice; (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; the Company will not (iii) split, combine or reclassify its outstanding shares of capital stock; (ivA) declare, set aside or pay any dividend or other distribution (including any constructive or deemed distribution), whether payable in cash, stock or property in other property, with respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; , or otherwise make any payments to its shareholders in their capacity as such, other than the Company’s ordinary course quarterly dividends, if any; (c) neither it nor any of its Subsidiaries shall (iB) issue, sell, grant, transfer, pledge, dispose of or encumber or authorize or propose to issue, sell, grant, transfer, pledge, dispose of or encumber any additional shares of capital stock or other Rights of the Company (including treasury stock), other than in respect of the shares of the Company’s capital stock reserved for issuance on the date of this Agreement, (C) split, combine, subdivide or reclassify the Shares or any other outstanding capital stock of the Company or issue or authorize the issuance of any other securities in respect of, in lieu of or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, in substitution for any shares of its capital stock or other Rights of any class the Company or any of its Subsidiaries or (D) redeem, purchase or otherwise acquire, directly or indirectly, any capital stock or other property Rights of the Company; (iii) except as required by applicable Law or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of any Company Plan in effect as of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion date of Series B Sharesthis Agreement, the exchange Company will not permit to increase the compensation payable or to become payable to any of its officers, directors, employees, agents, consultants or Affiliates, or enter into, establish, amend or terminate any Company Plans, except increases in salaries, wages and benefits of employees who are not directors or officers of the Series B Shares for the Series D Shares Company or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than its Subsidiaries made in the ordinary and usual course of business consistent with past practice; (iv) the Company will not (A) incur or assume any long-term Indebtedness, except in the ordinary course of business, incur or assume any short-term Indebtedness in amounts not consistent with past practice, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and except for sales permitted by and made in accordance consistent with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; past practice or (iiiC) make any loans, advances or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition ofcontributions to, or investment in, assets or stock of or other interest investments in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claimsbusiness and consistent with past practice; (fv) neither it nor any of its Subsidiaries shall make any Tax election acquisition or permit investment in a business either by purchase of stock or securities, merger or consolidation, contributions to capital, loans, advances, property transfers, or purchases of any insurance policy naming it as property or assets of any other Person, other than a beneficiary direct or loss-payable payee indirect Subsidiary of the Company, or otherwise make or authorize any capital expenditure, other than capital expenditures contemplated by the Company’s existing capital budget, a copy of which has been furnished to be cancelled the Parent; (vi) the Company will not (A) pay, discharge, waive, settle or terminated except satisfy any rights, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, waiver, settlement or satisfaction, (x) in the ordinary and usual course of businessbusiness consistent with past practice, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the Financial Statements (or the notes to the Financial Statements) or of claims, liabilities or obligations incurred since the date of the Financial Statements in the ordinary course of business consistent with past practice or (y) for amounts, individually or in the aggregate, not to exceed $5,000,000 (in excess of third party insurance) or (B) waive any claims of substantial value; (gvii) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries the Company will authorize or enter into an agreement to do not change any of the foregoing.accounting methods, principles or practices used by it unless required by a change in GAAP or Law;

Interim Operations of the Company. The Except as (i) set forth on Section 6.1 of the Company covenants Disclosure Letter, (ii) expressly provided herein or (iii) consented to in writing by Parent, from and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or upon the Amalgamation becoming effective, the Company shall, and shall cause each of its Subsidiaries to, act and carry on its business only in the ordinary course of business consistent with past practice and use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets and properties, keep available the services of its officers and key employees and maintain and preserve its advantageous business relationships with customers, clients, suppliers and others having material business dealings with it. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or upon the Amalgamation becoming effective, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior to the Effective Time written consent of Parent (unless Parent which consent shall otherwise approve and not be unreasonably withheld or delayed) except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms Section 6.1 of the Term Loan Agreement and the related loan documents, including the repayment of any principal Company Disclosure Letter or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):otherwise expressly permitted hereunder: (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that amend the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with Articles or the terms of the Term Loan Agreement and may continue to deCompany By-emphasize its sales and licensing of its multifunction products business.laws or comparable governing documents; (b) it shall not (i) issue, sell, pledgetransfer or pledge or agree to sell, dispose transfer or pledge any shares of or encumber any capital stock or other equity interests owned by it in any of its Subsidiaries; other Person; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (ivc) declare, set aside or pay any dividend or other distribution payable in cash, stock securities or other property in with respect of any capital stock other than dividends from its direct to, or indirect wholly-owned Subsidiaries; or (v) repurchasesplit, combine, redeem or otherwise acquire, except in connection with the Stock Option Plansreclassify, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock (or other equity interests) or other securities of the Company or any securities convertible into of its Subsidiaries, other than the making of a dividend or exchangeable other distribution by a wholly-owned Subsidiary to another wholly-owned Subsidiary or exercisable for to the Company, or any other change in the capital structure of the Company on any of its Subsidiaries; (d) except pursuant to the terms of Options or Company Warrants that are outstanding as of the date hereof and listed on Section 6.1 of the Company Disclosure Letter, issue or sell, or authorize to issue or sell, any shares of its capital stock; stock (cwhether unrestricted or restricted) neither it nor or any other securities (equity or debt) of the Company or any of its Subsidiaries shall (i) issueSubsidiaries, or issue or sell, pledgeor authorize to issue or sell, dispose of any securities (equity or encumber any shares of, or securities debt) convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquirepurchase or subscribe for, or enter into any arrangement or contract with respect to the issuance or sale of, any shares of its capital stock of any class of the Company or Voting Debt or other securities (equity or debt), or make any other change in its capital structure; (e) acquire, authorize or make (or commit to make) any investment in, or make any capital contribution to, any Person; (f) make (or commit to make), or enter into any Contracts (or any amendments, modifications, supplements or replacements to existing Contracts) to be performed relating to the making of capital expenditures in excess of $10,000 in any calendar year, or in the aggregate for capital expenditures with a value in excess of $25,000; (g) acquire, by merging or consolidating with, by purchasing an equity interest in or by purchasing all or a portion of the assets of, or by any other property manner, any business or assets any Person (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Planspurchase of equipment, options for Shares inventories and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than supplies in the ordinary and usual course of business and except for sales permitted by and made in accordance consistent with Section 9(cpast practice); (h) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gagemortgage, pledge, dispose of of, subject to any Lien (other than a Permitted Lien) or otherwise encumber any material assets or other property assets that have a value individually in excess of $10,000 other than with respect to (i) transactions between a wholly-owned Subsidiary of the Company and the Company or between wholly-owned Subsidiaries of the Company, (ii) dispositions of excess or obsolete assets in the ordinary course of business consistent with past practice, (including capital stock iii) leases, licenses or sales of the Company’s software or other assets in the ordinary course of business consistent with past practice, and (iv) the arrangements referenced in Section 7.1(i); (i) except to the extent required under employee and director employment agreements or Benefit Plans in effect on March 31, 2003 (the date of the 2003 Balance Sheet), or required by applicable Law or contemplated by Section 3.4, (i) increase the compensation or fringe benefits of any of its Subsidiariesdirectors, officers, employees or consultants (except for immaterial increases to employees who are not officers of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice) or incur grant any severance or modify termination pay not currently required to be paid under existing severance plans, (ii) enter into, amend, modify, supplement or replace any material indebtedness employment, benefit (including with respect to life or disability insurance or with respect to premiums therefore) consulting or severance agreement, policy or arrangement with any present or former director, officer or other liability; employee of the Company or any of its Subsidiaries, or (iii) establish, adopt, enter into or amend, modify, supplement, replace or terminate any collective bargaining agreement, or Benefit Plan or plan that qualifies as a Benefit Plan (including with respect to premiums therefor) for the collective benefit of any directors, officers or employees (it being understood and agreed that in no event shall the Company or any of its Subsidiaries amend, modify, supplement, replace or terminate the policy in effect on the date hereof and previously disclosed to Parent with respect to suspension of any increases in the compensation or other remuneration of directors, officers and other employees of the Company and its Subsidiaries); (j) except as may be required by applicable Law or GAAP, make any change in any of its accounting practices, policies or procedures or any of its methods of reporting income, deductions or other items for income tax purposes; (k) except as contemplated by Section 2.1, adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries or any agreement relating to an Acquisition Proposal, except as expressly permitted in Section 6.3; (l) except as contemplated by Section 6.7(a)(i), (i) incur, assume, modify or prepay any indebtedness for borrowed money, issue any debt securities or warrants or other rights to acquire debt securities, or guarantee, endorse or otherwise become liable or responsible for the obligations or indebtedness of another Person, other than indebtedness owing to the Company or any direct or indirect wholly-owned Subsidiary of the Company or guarantees of indebtedness of the Company or any direct or indirect wholly-owned Subsidiary of the Company, or enter into any capital lease in each case, in an amount in excess of $10,000, or (ii) make any loans, extensions of credit or advances to any other Person, other than to the Company or to any direct or indirect wholly-owned Subsidiary of the Company, except, in the case of preceding clauses (i) and (ii), for loans, extensions of credit or advances constituting trade payables or receivables arising in the ordinary course of business and in the case of preceding clause (ii), for advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $5,000 or less to any individual on any date of determination and $25,000 in the aggregate outstanding on any date of determination; (m) except as provided by this Agreement accelerate the payment, right to payment or vesting under any Benefit Plan (including arrangements or agreements for the premiums therefor) or other compensation or benefits; (n) pay, discharge, settle or satisfy any claims, litigation, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than (i) the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice, of (A) liabilities reflected or reserved against in the 2003 Balance Sheet or (B) liabilities (other than litigation) subsequently incurred in the ordinary course of business consistent with past practice, (ii) other claims, litigation, liabilities or obligations (qualified as aforesaid) that in the aggregate do not exceed $10,000, and (iii) the arrangements referenced in Section 7.2(i); (o) plan, announce, implement or effectuate any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or its Subsidiaries, other than routine employee terminations in the ordinary course of business and consistent with past practice; (p) take any action or omit to take any action (including the adoption of any shareholder rights plan or amendments to the Company Articles or the Company By-laws (or comparable governing documents)) which would, directly or indirectly, restrict or impair the ability of Parent or Subco, as the case may be, to vote or otherwise to exercise the rights and receive the benefits of a shareholder with respect to securities of the Company that may be acquired or controlled by Parent or Subco, as the case may be, or any action which would permit any Person to acquire securities of the Company or any of its Subsidiaries from the Company or such Subsidiary on a basis not available to Parent or Subco; (q) take any action or omit to take any action which (i) constitutes a violation of any Company Permit, which violations would result in or would reasonably be likely to result in, individually or in the aggregate, the modification, suspension, cancellation, termination of any one or more Company Permits or otherwise have or would reasonably be likely to have a material adverse impact on any customer or client contract or relationship or the nature or level of discipline imposed on account of future violations of the Laws applicable to the Company and Amalco or (ii) would (or would reasonably be likely to) materially impede, delay, hinder or make more burdensome for Amalco or Parent to obtain and maintain any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party necessary or required to maintain the Company Permits in effect as of the date hereof in effect at all times following the Amalgamation on the same terms as in effect on the date of this Agreement; (r) enter into any new material line of business or enter into any agreement 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; (i) file or cause to be filed any materially amended Tax Returns or claims for refund; (ii) make or authorize rescind any material Tax election or commit otherwise fail to prepare all Tax Returns in a manner which is consistent with the past practices of the Company and each Subsidiary of the Company, as the case may be, with respect to the treatment of items on such Tax Returns except to the extent that any inconsistency (A) would not or may not materially increase Parent’s, the Company’s or any of the Company’s Subsidiaries’ liability for Taxes for any period or (B) is required by Law; (iii) incur any material liability for Taxes or materially decrease the amount of non- capital expenditures losses of the Company or any of its Subsidiaries other than in the ordinary and usual course of business or, by business; or (iv) enter into any means, make any acquisition of, settlement or investment in, assets closing agreement with a taxing authority that materially increases or stock would reasonably be likely to materially increase the Tax liability of the Company or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice materially decrease the amount of non- capital losses of the Company or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle for any period. (t) fail to maintain with current or compromise any material claims other financially responsible insurance companies insurance on its assets, tangible and intangible, and its businesses in such amounts and against such risks and losses as are consistent with past practice; or (u) authorize, agree or litigation orannounce an intention, except in the ordinary and usual course of businesswriting or otherwise, modify, amend or terminate to take any of its material Contracts the foregoing actions or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) fail to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do prevent any of the foregoingforegoing from occurring.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after During the period from the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and earlier of the date of termination of this Agreement pursuant to Section 10.1 or the Closing Date, except as otherwise expressly provided for by this Agreement, as disclosed on Schedule 6.1, contemplated by this Agreement and except Section 6.7, or as required pursuant consented to the terms of the Term Loan Agreement and the related loan documentsby Purchaser in writing (such consent not to be unreasonably withheld, including the repayment of any principal conditioned or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreementdelayed), the Series D Certificate of Designations Company shall (as defined and the Company and Sellers shall cause each other Acquired Company to) operate in all material respects in the Series D Exchange Agreementordinary course of business consistent with past practice, and shall not (and shall cause each other Acquired Company not to) or do any of the Agreement of Understanding):following: (a) the business of it and amend its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use all reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Organizational Documents or Operating Documents; (b) it shall not (i) issue, sell, pledgetransfer, dispose of of, pledge or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, Equity Interests or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or other rights of any kind to acquire, any shares of its capital stock of any class Equity Interests; (c) redeem, purchase or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of otherwise acquire any of its Subsidiaries) Equity Interests or incur any instrument or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock security which consists of or other interest in, any other Person or entityincludes a right to acquire such Equity Interests; (d) except as required by incur, assume, endorse, or otherwise become liable for any Indebtedness (other than additional draws under any of the Acquired Companies’ existing lines of credit which will be repaid at or prior to Closing), modify the terms of this Agreementany Indebtedness (other than modifications of short-term debt in the ordinary course of business consistent with past practice), or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to assume or guarantee the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation obligations of any employeesother Person, except on behalf of another Acquired Company in the ordinary course of business; (e) neither it nor create any Encumbrance (other than a Permitted Encumbrance) on any of its Subsidiaries shall settle or compromise any material claims or litigation orassets that materially detracts from the value of such asset; (i) enter into, except in the ordinary and usual course of business, modifyadopt, amend or terminate any Benefit Plan or any Contract relating to the compensation or severance of any employee or otherwise materially change the terms of employment for any employee, or (ii) grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of its material Contracts employees or waiveestablish or increase or promise to increase any benefits under any Benefit Plan, release other than (A) normal recurring increases in the ordinary course of business consistent with past practice, or assign (B) as required by any material rights Benefit Plan, employment agreement, severance plan or claimsretention plan existing on the date hereof; (fg) neither it nor any of its Subsidiaries shall make any Tax election or voluntarily permit any insurance policy Insurance Policy naming it as a beneficiary or loss-a loss payable payee to be cancelled canceled or terminated without giving notice to Purchaser, except policies providing coverage for losses not in excess of $5,000,000 that are replaced without diminution of or gaps in coverage; (h) except for the sale and purchase of inventory, supplies and other assets in the ordinary course of business consistent with past practice, (i) transfer, acquire or dispose of or lease, license or sublicense any material property (personal or real) or assets, or (ii) cancel, amend, terminate, modify, compromise, waive or release any material debts owed to, or claims held by, any Acquired Company or any entitlement or right of value to any Acquired Company; (i) enter into any Contract that would constitute a Material Contract or Real Property Lease or any Contract that would require consent from or notice to the other party or parties thereto in connection with the transactions contemplated hereby, excluding (i) Contract renewals that do not include material pricing or other changes adverse to the Acquired Companies and usual (ii) Contracts terminable upon less than 365 days prior written notice by any Acquired Company without penalty or premium; (j) accelerate, terminate, modify or cancel any Material Contract or Real Property Lease other than modifications made in the ordinary course of business on terms consistent with past practice, excluding Contract renewals that do not include material pricing or other changes adverse to the Acquired Companies; (k) make any change to its accounting methods, principles, policies or practices or to its management of accounts receivable or accounts payable, including by way of acceleration or deferral, except, in each case, as may be required by changes to GAAP or applicable Law; (i) make any commitment for any capital expenditure in excess of $500,000 or (ii) make any material capital investment in, or any loan to, any other Person; (m) write off or revalue any material asset or property or dispose of any material assets, other than in the ordinary course of business; (gn) neither it nor make, change or rescind any Tax election, file any amended Tax Return or claim for refund, adopt or change any method of its Subsidiaries shall take accounting, extend or waive the application of any action statute of limitations regarding the assessment or omit (other than omissions in good faith) to take collection of any action that would cause Tax, settle or compromise any of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize Tax liability or refund or enter into any agreement the primary subject matter of which is Taxes; (o) enter into a new line of business or abandon or discontinue an agreement existing line of business; (p) adopt any plan of liquidation or dissolution or file a petition in bankruptcy or consent to the filing of any bankruptcy; (q) enter into or agree to enter into any merger or consolidation with, any other Person, or acquire the securities of any other Person; or (r) agree, authorize, resolve, arrange or commit to do any of the foregoingthings described in subsections (a) through (q) above. Notwithstanding the foregoing or anything herein to the contrary, prior to the Closing the Acquired Companies shall be permitted to use Cash to repay Indebtedness and to make distributions to Sellers of Cash and all or any portion of the Excluded Assets (or any proceeds thereof) through payment of dividends or the redemption of Shares or Membership Interests.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after (a) During the period from the date hereof and prior to until the Effective Time (unless Parent except (a) as may otherwise be required in connection with applicable Law, (b) with the prior written consent of Parent, which consent shall otherwise approve and except not be unreasonably withheld, delayed or conditioned, (c) as otherwise expressly contemplated or permitted by this Agreement and except or (d) as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined set forth in the Side AgreementDisclosure Schedule), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it Company shall, and shall cause its Subsidiaries shall be conducted to, (i) conduct their respective businesses and operations in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact their current business organization and usual course andmaintain their relationships with employees, to the extent consistent therewithcustomers, it suppliers and its Subsidiaries shall others having business dealings with them and (iii) use all commercially reasonable efforts to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and business associates; provided, however, that in effect all material Permits. Without limiting the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms generality of the Term Loan Agreement and foregoing, during the period from the date hereof until the Effective Time (except (a) as may continue to de-emphasize its sales and licensing of its multifunction products business. otherwise be required in connection with applicable Law, (b) it with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (ic) issueas contemplated or permitted by this Agreement or (d) as set forth in the Disclosure Schedule), sellthe Company shall not, pledgeand shall cause its Subsidiaries not to, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock; (iva) declare, set aside or pay any dividend payable in cashdividends on, stock or property make any other distributions in respect of, any of any its capital stock stock, other than dividends from its and distributions by a direct or indirect wholly-wholly owned Subsidiaries; Subsidiary of the Company, (b) split, combine or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit reclassify any of its Subsidiaries to purchase capital stock, (c) issue, deliver, sell, grant, pledge or otherwise acquire, encumber any shares of its capital stock or rights to acquire the same, (d) amend, authorize or propose to amend its articles of incorporation or by-laws, (e) acquire or agree to acquire any securities convertible into or exchangeable or exercisable for any shares substantial portion of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares the assets of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquireequity interest in, any shares of its capital stock of any class business or entity or any other property assets that are material, individually or assets (other than Shares issuable pursuant to options outstanding on in the date hereof under the Stock Option Plansaggregate, options for Shares and Shares issuable pursuant to the Stock Purchase PlanCompany and Subsidiaries, options issuable pursuant to the terms of the Directors' Plan taken as a whole, (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (iif) other than in the ordinary and usual course of business and except for sales permitted or as may be required by and made in accordance with Section 9(c) applicable Law or by Contract, grant to any employee, officer or director of the Term Loan AgreementCompany or any Subsidiary any increase in compensation, transfer(g) grant or increase any severance or termination pay, leaseenter into any employment, licenseconsulting, guaranteeseverance or termination agreement with any such employee, sellofficer or director, mort- gage, pledge, dispose of or encumber any other property enter into or assets (including capital stock of any of its Subsidiaries) or incur or modify amend in any material indebtedness respect any collective bargaining agreement or other liability; or Benefit Plan, and (iiih) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (g) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take connection with the Financing, incur, create, assume or otherwise become liable for, or repay or prepay, any action that would cause indebtedness for borrowed money, or guarantee any such indebtedness of its representations and warranties herein to become untrue in any material respect; and (h) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingthird party.

Interim Operations of the Company. The Each of the Sellers and the Company covenants and agrees as to itself and its Subsidiaries that, after from the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and Closing Date, except as otherwise expressly contemplated by provided in this Agreement and except or as required pursuant to may be agreed in writing by the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding):Purchaser: (a) the business of it and its Subsidiaries the Company shall be conducted in the same manner as heretofore conducted and only in the ordinary course consistent with past practice, and usual course and, to each of the extent consistent therewith, it Sellers and its Subsidiaries the Company shall use all reasonable its best efforts to preserve the business organization of the Company, keep available the services of the current officers and employees and maintain its the existing relations and goodwill with customers, suppliers, distributors, creditors, lessors business partners and others having business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance dealings with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.Company; (b) it the Company shall not institute any new methods of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity other than in the ordinary course of business consistent with past practice; (c) except to comply with this Agreement, the Company and the Sellers shall not: (i) amend the Organizational Documents of the Company, (ii) issue, sell, transfer, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation shares or by-laws; other securities, equity, debt, convertible or otherwise, (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend or other distribution payable in cash, stock or property in with respect to any shares or other securities of the Company; (iv) split, combine or reclassify any capital stock shares or other than dividends from its direct or indirect wholly-owned Subsidiariessecurities of the Company; or (v) repurchaseredeem, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, acquire directly or indirectly any shares of its capital stock or any other securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entityCompany; (d) except as required by the terms of this AgreementCompany shall not organize any Subsidiary or acquire any capital stock or other equity securities, or permitted pursuant equity or ownership interest in (or any right or option to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor receive any of its Subsidiaries shall terminatethe foregoing) the business, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employeesother Person; (e) neither it nor any of its Subsidiaries the Company shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, not modify, amend or terminate any of its material Applicable Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business consistent with past practice; (f) neither it nor except in the ordinary course of business, the Company shall not: (i) incur or assume any Indebtedness; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (iv) enter into any material commitment or transaction (including any sale or lease of assets or real estate, including any Leased Real Property); (v) write off as uncollectible any notes or accounts receivable; or (vi) dispose of or permit to lapse any rights to any Intellectual Property; (g) the Company shall not lease, license, mortgage, pledge or encumber any assets or any Leased Real Property other than in the ordinary course of business consistent with past practice or transfer, sell or dispose of any assets or dispose of or permit to lapse any rights to any Intellectual Property; (h) the Company shall not (i) make any change in the compensation payable or to become payable to any of its Subsidiaries shall officers, directors, employees, agents or consultants (other than normal recurring increases in the ordinary course of business of wages payable to employees who are not officers or directors or Affiliates of the Company) or to Persons providing management services, (ii) enter into or amend any employment, severance, consulting, termination or other agreement with, or Plan for, or make any Tax election loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants or (iii) make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to Plan or otherwise; (i) the Company shall not (i) pay or agree to pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, except to the extent the Company is unconditionally obligated to do so on the date hereof, (ii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, except to the extent the Company is unconditionally obligated to do so on the date hereof, or (iii) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (j) the Company shall not permit any insurance policy naming it as a beneficiary or loss-a loss payable payee to be cancelled or terminated terminated; (k) the Company and the Sellers shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company; (l) the Company shall not (i) fail to file, on a timely basis, including allowable extensions, with appropriate Tax Authorities all Tax Returns required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date or fail to remit (or cause to be remitted) any Taxes due in respect of such Tax Returns, (ii) incur any material obligation to make any payment of, or in respect of, any Tax, except in the ordinary and usual course of business, (iii) settle any Audit, make or change any Tax election or file any amended Tax Returns or make or change any accounting method relating to Taxes, (iv) change any of the accounting methods used by it unless required by GAAP, or (v) agree to extend or waive any statutory period of limitation for the assessment of Tax; (gm) neither it nor any of its Subsidiaries the Company shall take any action not take, or omit (other than omissions in good faith) agree to take or commit to take, any action that would cause or is reasonably likely to result in any of its representations and warranties the conditions to the Closing set forth in Article VII not being satisfied, or would make any representation or warranty of the Company or the Sellers contained herein to become untrue inaccurate in any material respectrespect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of the Company, the Purchaser, or the Sellers to consummate the Closing in accordance with the terms hereof or materially delay such consummation; and (hn) neither it nor any of its Subsidiaries will authorize or the Company shall not enter into an agreement any agreement, contract or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing.

Interim Operations of the Company. The Subject to any Requirements of Law, the Company covenants and agrees as to itself and its Subsidiaries each Company Manager shall procure that, and covenant and agree that, and each other Main Seller shall use its best efforts, within their respective powers, so that after the date hereof and prior to until the Effective Time Closing Date, except (unless Parent shall otherwise approve and except i) as otherwise expressly contemplated by provided in this Agreement and except Agreement, (ii) as required pursuant to the terms described in Schedule 6.1 of the Term Loan Agreement and Disclosure Schedule on the related loan documentsdate hereof, or (iii) as may be agreed in writing (including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreementby email) or the Agreement of Understanding):by Purchaser: (a) the business of it the Company and its Subsidiaries shall be conducted generally in the same manner as heretofore conducted and only “en bon père de famille”, in the ordinary course of business, and usual course and, to the extent consistent therewith, it Company and each of its Subsidiaries shall use all reasonable their best efforts to preserve the business organization of the Company and its Subsidiaries intact, keep available the services of the current officers, managers and employees of the Company and its Subsidiaries and maintain its the existing relations and goodwill with customersadvertisers, suppliers, distributorspublishers, creditors, lessors business partners and others having business associates; provided, however, that dealings with the Company may sell those assets which it is permitted to dispose of pursuant to and or its Subsidiaries, in accordance each case with the terms objective of preserving the goodwill and ongoing business of the Term Loan Agreement Company and may continue to de-emphasize its sales and licensing of its multifunction products business.Subsidiaries (as currently existing); (b) it shall not (i) issueother than as a consequence of the issuance of Shares resulting from the exercise of Company Options, sell, pledge, dispose of or encumber any capital stock owned by it in neither the Company nor any of its Subsidiaries; (ii) Subsidiaries shall amend its certificate certificates of incorporation or by-laws; laws or other constituent or governing document, to the extent any such modification is not required by law, by the rules or regulations of any Governmental Entity; (iiic) splitother than as a consequence of the issuance of Shares resulting from the exercise of Company Options, combine neither the Company nor any of its Subsidiaries shall alter the outstanding capital stock of the Company or reclassify its outstanding shares of capital stock; (iv) Subsidiaries or declare, set aside aside, make or pay any dividend payable or any other distributions (whether in cash, stock or property in respect property); or purchase or redeem any shares of any the capital stock other than dividends from of the Company or its direct or indirect wholly-owned Subsidiaries; or ; (vd) repurchase, redeem or otherwise acquire, except in connection with neither the Stock Option Plans, or permit Company nor any of its Subsidiaries to purchase shall issue, authorize or otherwise acquirepropose the issuance, delivery or sale of, or sell, any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable or exercisable for any shares of its capital stocksuch shares; (ce) neither it the Company nor any of its Subsidiaries shall (i) issueassume, sellguarantee, pledgeendorse or otherwise become liable or responsible (whether directly, dispose of contingently or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights otherwise) for the obligations of any kind to acquire, any shares of its capital stock of any class or any other property or assets Person (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)a Subsidiary), Shares issuable upon except in the conversion ordinary course of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants)business and consistent with past practice; (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition ofloans, advances or capital contributions to, or investment in, assets or stock of or other interest investments in, any other Person (other than the Company or entitya Subsidiary); (iii) enter into any capital expenditure, purchase or any other material commitment or transaction in excess of US$50,000, or any sale or lease of real estate; or (iv) write down the value of any inventory or write off as uncollectible, any notes or accounts receivable (other than in connection with the ordinary course of its trading activities and consistent with past practice); (df) except as required by neither the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it Company nor any of its Subsidiaries shall terminatebe a party to any acquisition, establishmerger, adoptspin-off, enter intoconsolidation, make purchase of stock or interest in any new grants or awards undercorporation, reprice or substitute any options previously granted underpartnership, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus association or other compensation business organization or enter into or form any material joint-venture or enter into any agreement contemplating any of any employeesthe foregoing; (eg) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it Company nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except change in the ordinary and usual course compensation payable or to become payable to any of businessits officers, directors, employees, agents or consultants, or to Persons providing management services, or enter into or amend any employment, severance, consulting, termination or other agreement with, or employee benefit plan for, or make any loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants or make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (gh) neither it the Company nor any of its Subsidiaries shall take (i) pay or make any action accrual or omit (arrangement for payment of any pension, retirement allowance or other than omissions in good faith) employee benefit pursuant to take any action that would cause existing Employee Plan, agreement or arrangement to any officer, director or employee or pay or agree to pay or make any accrual or arrangement for payment to any officer, director or employee of any amount relating to unused vacation days, except to the extent such payment or accrual is required under the obligations of the Company or any of its representations and warranties herein Subsidiaries existing on the Agreement Date, or (ii) amend any such existing Employee Plan, agreement or arrangement in a manner inconsistent with the foregoing; (i) neither the Company nor any of the Subsidiaries shall enter into, modify or terminate any contract or transaction involving a commitment by or to become untrue the Company or any of its Subsidiaries of more than US$100,000 in any material respect; and12-month period; (hj) except as otherwise contemplated by this Agreement, neither it the Company nor any of its Subsidiaries will authorize shall (i) change any of the accounting methods used by it unless required by GAAP or (ii) make any election relating to Taxes, change any election relating to Taxes already made, adopt any accounting method relating to Taxes, change any accounting method relating to Taxes unless required by GAAP, enter into an any closing agreement relating to Taxes, settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment; (k) neither the Company nor any of its Subsidiaries shall (i) terminate, amend or otherwise alter any Inbound License Agreements or Outbound License Agreements, (ii) fail to maintain or permit to lapse any Intellectual Property Right, or (iii) enter into any Contracts pursuant to which Intellectual Property Rights are or will be licensed, transferred, sold, assigned or otherwise encumbered (other than non-exclusive license agreements in the ordinary course of business consistent with past practice); and (l) neither the Company nor any of its Subsidiaries shall enter into any agreement, Contract, commitment or arrangement (whether in writing or otherwise) to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing. For the purposes of granting any consents which may be requested by any Main Seller or the Company pursuant to this Section 6.1, the Purchaser hereby designates Xinhua Liu (xxx@xxxx.xxx) with immediate effect and represents and warrants to, and agrees with, the Main Sellers and the Company that Xinhua Liu shall have full capacity and right to give any such consents on behalf of the Purchaser during the term of this Agreement. The Purchaser shall use commercially reasonable efforts to respond within five (5) Business Days of receipt of any request for consent by any Main Seller, Sellers’ Representatives or the Company. If the Purchaser shall not have notified the relevant Main Seller, Sellers’ Representatives or the Company, as the case may be, of its objection to a proposed action within such period of five (5) Business Days, the Purchaser’s consent shall be deemed refused. Any notification made pursuant to this paragraph may be made by email so as long as receipt is acknowledged.

Interim Operations of the Company. The (a) Except as described in Section 5.1(a) of the Company Disclosure Letter, or as otherwise expressly required or permitted by this Agreement or any Transaction Document, the Company covenants and agrees as to itself and its Subsidiaries that, after during the date hereof and prior to period from the Effective Time (Execution Date until the Closing, unless Parent shall otherwise request or approve and except as otherwise expressly contemplated by this Agreement in writing (such approval not to be unreasonably withheld, conditioned or delayed) and except as required pursuant by applicable Laws or required by any quarantine, “shelter in place,” “stay at home” workforce reduction, social distancing, shutdown, closure, sequester, or any other similar Law or Order, by any Governmental Entity in connection with or in response to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement COVID-19 (as defined in the Side Agreement“COVID-19 Measures”), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it and its Subsidiaries the Company shall be conducted in the ordinary course of business in all material respects consistent with past practice and usual course and, to the extent consistent therewith, it and its Subsidiaries Company shall use all its reasonable best efforts to preserve its business organization substantially intact and maintain its existing relations and goodwill with customers, suppliers, distributorslicensors, creditors, lessors employees and business associates; provided, however, that the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products businessGovernmental Entities. (b) it shall Without limiting the generality of, and in furtherance of, the foregoing, from the Execution Date until the Closing, except (w) as otherwise expressly required or permitted by this Agreement or any Transaction Document, (x) as described in the corresponding subsection of Section 5.1(a) of the Company Disclosure Letter, (y) as required by applicable Law or to comply with COVID-19 Measures, or (z) as Parent may request or approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), the Company will not: (i) adopt any change in its or their Organizational Documents; (ii) merge or consolidate with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company, or restructure, reorganize, dissolve or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; (iii) acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $1,000,000, or acquire any business or Person, by merger or consolidation, purchase of substantially all assets or equity interests or by any other manner, in each case, in any transaction or series of related transactions, other than acquisitions or other transactions pursuant to Contracts to which the Company is a party that are in effect as of the Execution Date; (iv) other than pursuant to Contracts to which the Company is a party that are in effect as of the Execution Date, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets, properties, licenses, operations, rights, product lines, businesses or interests therein, except for (A) sales or other dispositions in the ordinary course of business consistent with past practice and (B) sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1,000,000 in the aggregate; (v) issue, sell, pledge, dispose of of, grant, transfer, encumber, or encumber authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine or reclassify its outstanding shares of capital stock of the Company , or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock; (iv) declareprovided, set aside that the exercise or pay any dividend payable settlement of Company Options or convertible notes or debt outstanding as of the Execution Date in cashaccordance with their terms and in the ordinary course of business consistent with past practice, stock or property in respect and the issuance of any shares of capital stock other than dividends from its direct of the Company as contemplated by the Confirmatory Agreements, shall not require Parent’s approval; (vi) reclassify, split, combine, subdivide or indirect wholly-owned Subsidiaries; or (v) repurchaseredeem, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible into or exchangeable into or exercisable for any shares of its capital stock; (cvii) neither it nor declare, set aside, make or pay any of its Subsidiaries shall (i) issue, sell, pledge, dispose of non-cash dividend or encumber other non-cash distribution with respect to any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock or enter into any agreement with respect to the voting of its capital stock; (viii) create or incur any class Lien material to the Company other than Permitted Liens incurred in the ordinary course of business consistent with past practice; (ix) make any loans, advances, guarantees or capital contributions to or investments in any other property or assets Person (other than Shares issuable pursuant the Company or any direct or indirect wholly owned Subsidiary of the Company); (x) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to options outstanding on acquire any debt security of the date hereof under Company, except for indebtedness for borrowed money incurred in the Stock Option Plansordinary course of business consistent with past practice, options for Shares and Shares issuable pursuant not to exceed $1,000,000 in the aggregate; (xi) fail to make or authorize any budgeted capital expenditures or make or authorize any unbudgeted capital expenditures in excess of $1,000,000 in the aggregate; (xii) enter into any Contract that, if entered into prior to the Stock Purchase PlanExecution Date, options issuable pursuant to the terms of the Directors' Plan (as defined would have constituted a Material Contract described in Section 6.11(a)Sections 3.12(a)(i), Shares issuable upon (v), (vii)-(xv), (xx) and (xxiv) (the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares “Restricted Contracts”); (xiii) materially amend or Shares issuable upon the exercise of the Exchange Warrants modify or the Other Warrants); terminate any Material Contract that is a Restricted Contract; (iixiv) other than in the ordinary and usual course of business and consistent with past practice, amend, modify, cancel, or waive any debts or claims held by it or waive any rights; (xv) make any changes with respect to its accounting policies or procedures, except as required by changes in Law or GAAP; (xvi) settle any Action against the Company, except for sales permitted by and made settlements involving solely the payment of monetary damages of less than $250,000, individually, or $500,000, in accordance with Section 9(c) the aggregate, in each case, in excess of the Term Loan proceeds actually received from any insurance policies, subrogation or other third-party sources in connection with such payment; (xvii) file any amended material Tax Return, make any material Tax election or settle or compromise any material income Tax liability; (xviii) except as required pursuant to the terms of any Benefit Plan in effect as of the date of this Agreement, transfer(A) increase in any manner the compensation or consulting fees, leasebonus, licensepension, guaranteewelfare, sellfringe or other benefits, mort- gageseverance or termination pay of any Employee, pledgeexcept for (1) employees who are not officers, dispose increases in annual salary or wage rate in the ordinary course of business consistent with past practice, and (2) the payment of annual bonuses for completed periods based on actual performance in the ordinary course of business consistent with past practice, (B) become a party to, establish, adopt, amend, commence participation in or encumber terminate any Benefit Plan or any arrangement that would have been a Benefit Plan had it been entered into prior to this Agreement (except as necessary in order to consummate the Transactions, or health and welfare plan renewals occurring in the ordinary course of business consistent with past practice), (C) grant any new awards, or amend or modify the terms of any outstanding awards, under any Benefit Plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other property way secure the payment, of compensation or assets benefits under any Benefit Plan, or (including capital stock E) forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any Employee, or (F) hire any employee or engage any independent contractor (who is a natural person) with annual salary or wage rate or consulting fees in excess of its Subsidiaries$200,000; (xix) become a party to, establish, adopt, amend, commence participation in or incur enter into any collective bargaining or modify other labor union Contract; (xx) fail to pay or satisfy when due any material indebtedness account payable or other material liability; or (iii) make or authorize or commit for any capital expenditures , other than in the ordinary and usual course of business or, consistent with past practice or any such liability that is being contested in good faith by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entitythe Company; (dxxi) except as required by the terms of this Agreementfail to keep current and in full force and effect, or permitted pursuant to Section 6.11(d) of this Agreementcomply in all material respects with the requirements of, and except for option grants pursuant any material permit, approval, authorization, consent, license, registration or certificate issued to the Directors' Plan, neither it nor Company by any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employeesGovernmental Entity; (exxii) neither it nor take any steps for liquidation, winding-up, receivership, freeze of its Subsidiaries shall settle or compromise any material claims or litigation orproceedings, except arrangements with creditors (other than extensions of trade payables agreed to in the ordinary and usual course of business, modify, amend ) or terminate any similar action or proceeding by or in respect of its material Contracts or waive, release or assign any material rights or claimsthe Company; (fxxiii) neither it nor file any prospectus supplement or registration statement or consummate any offering of its Subsidiaries shall make securities that requires registration under the Securities Act or that includes any Tax election actual or permit any insurance policy naming it as a beneficiary or loss-payable payee contingent commitment to be cancelled or terminated except register such securities under the Securities Act in the ordinary and usual course of businessfuture; (gxxiv) neither it nor any of its Subsidiaries shall take any action actions or omit (other than omissions in good faith) to take any action actions that would cause would, individually or in the aggregate, reasonably be expected to result in any of its representations and warranties herein to become untrue the conditions set forth in any material respect; andArticle VI not being satisfied; (hxxv) neither it nor form any of its Subsidiaries will Subsidiary; or (xxvi) agree, authorize or enter into an agreement commit to do any of the foregoing. (c) The Company covenants and agrees that unless Parent shall otherwise request or approve in writing (in its sole discretion), the Company shall not amend, terminate or modify any Confirmatory Agreements or Terminating Agreements. (d) The Company covenants and agrees to (i) take all actions to prevent a GM Springing Event (as defined in the Omnibus Agreement) from occurring and (ii) promptly (and in any case within two (2) Business Days) provide Parent a copy of any notice received by it pursuant to the Omnibus Agreement. (e) Nothing contained in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct any of the Company’s operations prior to the Closing Date.

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, after during the period from the date hereof and prior of this Agreement to the Effective Time earlier of (unless Parent shall otherwise approve x) termination of this Agreement in accordance with Section 8.1, and (y) Closing, except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement required by Law, set forth on Schedule 5.1, or as consented to by Parent (as defined in the Side Agreement)which consent shall not be unreasonably withheld, the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) conditioned or the Agreement of Understandingdelayed): (a) the Company shall, and shall cause each Company Subsidiary to, conduct its business of it and its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course in all material respects and, to the extent consistent therewithwith the foregoing, it and use its Subsidiaries shall use all commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its officers and key employees, (iii) maintain existing relationships with its existing relations Material Customers and goodwill with customers, suppliers, distributors, creditors, lessors Material Suppliers and business associates(iv) timely prepare and file all UHS Reports required to be filed pursuant to the Exchange Act; provided, however, that and (b) the Company may sell those assets shall not, and shall cause each Company Subsidiary not to, effect any of the following (except, with respect to clauses (ii), (iii), (vii), (xvi) and (xix) below, or for any actions to authorize any of, or commit or agree to take any of, the actions in the foregoing clauses, which it is permitted such actions are solely among members of the Group Companies): (i) make any change in or amendment to dispose its Organizational Documents; (ii) issue or sell, or authorize to issue or sell, any membership interests, shares of pursuant its capital stock or any other ownership interests, as applicable, or issue or sell, or authorize to and issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of, any shares of its membership interests, capital stock or any other ownership interests, as applicable (for the avoidance of doubt, this Section 5.1(b)(ii) shall not prohibit a holder of Options from otherwise exercising any or all Options held by such holder of Options in accordance with the applicable Option award agreement nor prohibit the Company from issuing shares pursuant to the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.such Options); (b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; (iii) split, combine combine, redeem or reclassify its outstanding reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock; stock or any other ownership interests, as applicable; (iv) other than in the Ordinary Course, sell, lease, license, permit to lapse, abandon or otherwise dispose of any of its properties or assets that are material to its business, including any material Company Owned Intellectual Property; (v) disclose any material trade secret or other material confidential information included in the Company Owned Intellectual Property other than pursuant to confidentiality obligations in favor of the Group Companies; (vi) other than in the Ordinary Course, (A) amend in any adverse respect, (B) terminate or extend any Company Material Contract or (C) enter into a Contract which, had it been entered into prior to the date hereof, would have been a Company Material Contract; (vii) (A) incur any Indebtedness in excess of $1,000,000, other than short-term Indebtedness or letters of credit or capital leases incurred in the Ordinary Course or borrowings under existing credit facilities in each case to the extent required in the Ordinary Course, or (B) make any loans or advances to any other Person, other than loans and advances to employees in the Ordinary Course; (viii) (A) grant or agree to grant to any employee or other independent contractor of the Company or any of the Company Subsidiaries, who has annual compensation in excess of $500,000, any increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits, or (B) adopt or establish any new compensation or employee benefit plans, programs, policies, agreements or arrangements, or amend, modify, terminate, or agree to amend, modify or terminate any existing Company Benefit Plans, or (C) accelerate the time of payment, vesting or funding of any compensation or benefits under any Company Benefit Plan (including any plan or arrangement that would be a Company Benefit Plan if it was in effect on the date hereof), or (D) make or agree to make any bonus or incentive payments to any individual outside of the currently effective bonus plan as has been made available to Parent, or (E) enter into employment, consulting or other compensation agreement (x) for which the annual compensation to be paid is greater than $500,000 or (y) which is not terminable upon notice and without liability to any of the Group Companies, except, with respect to new employment, consulting or other compensation agreements, (1) as may be required under applicable Law, (2) as required pursuant to the Company Benefit Plans set forth on Schedule 3.15(a), or (3) for payment of any accrued or earned but unpaid compensation, or (F) make any change to the key management structure of the Group Companies, including the hiring and firing of additional executive officers or termination of existing executive officers (other than for “cause”); (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Taxes other than in the Ordinary Course, (C) change any Tax period, (D) file any amended Tax Return or claim for a material Tax refund, (E) surrender any right to claim a refund of a material amount of Taxes, (F) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement, or closing agreement related to any Tax, or (G) request any Tax ruling from a competent authority; (x) cancel or forgive any Indebtedness in excess of $500,000 owed to the Company or any of the Company Subsidiaries, other than Indebtedness of the Company to a Company Subsidiary or Indebtedness for borrowed money of a Company Subsidiary to the Company or to another Company Subsidiary that does not result in a post-Closing Tax or other liability; (xi) except as may be required by GAAP, make any material change in the financial or tax accounting methods, principles or practices of the Company (or change an annual accounting period); (xii) (i) enter into any collective bargaining agreement, works council agreement or any other labor-related Contract with any labor union, labor organization or works council, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Group Companies; (xiii) implement any employee layoffs that would, independently or in connection with any layoffs occurring prior to the date hereof, implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local Law (collectively, the “WARN Act”); (xiv) grant or otherwise create or consent to the creation of any Lien (other than a Permitted Lien) on any of its material assets or Leased Real Properties, other than in the Ordinary Course; (xv) declare, set aside or pay any dividend payable in cash, stock or property in respect of make any capital stock other distribution other than the payment of cash dividends or cash distributions from its direct excess cash balances not needed for the operation of the business in the Ordinary Course (it being agreed that cash balances of $5,000,000 are sufficient for the operation of the business for this clause); (xvi) other than with respect to the payment of Company Transaction Expenses and as necessary to reduce the Estimated Closing Cash Payment to an amount below $5,000,000, make any material change to any of the cash management practices of the Company or indirect wholly-owned Subsidiaries; any Company Subsidiary, including materially deviating from or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit materially altering any of its Subsidiaries to purchase practices, policies or otherwise acquire, any shares of its capital stock procedures in paying accounts payable or any securities convertible into or exchangeable or exercisable for any shares of its capital stockcollecting accounts receivable; (cxvii) neither it nor any of its Subsidiaries shall (i) issuewaive, sellrelease, pledgeassign, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (ii) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; or (iii) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, or investment in, assets or stock of or other interest in, any other Person or entity; (d) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims rights, claims, suits, actions, audits, reviews, hearings, proceedings, investigations or litigation or(whether civil, except criminal, administrative or investigative) against the Company or any Company Subsidiary other than waivers, releases, assignments, settlements or compromises that do not exceed $1,500,000 in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claimsaggregate; (fxviii) neither it nor make or incur any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated capital expenditures, except for capital expenditures (A) in the ordinary and usual course Ordinary Course or (B) other than capital expenditures in an amount not to exceed $1,500,000 in the aggregate; (xix) buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any securities, operating business or division; (xx) enter into any new line of business; (gxxi) neither it nor any adopt or effect a plan of its Subsidiaries shall take any action complete or omit (partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than omissions the Company Mergers and the treatment of options as contemplated by this Agreement; (xxii) fail to use its commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies consistent with levels maintained by the Company and each Company Subsidiary on the date of this Agreement; (xxiii) from 11:59 p.m. Central Prevailing Time on the day immediately preceding the Closing Date, use or transfer any current assets of the Group Companies (including Cash and Cash Equivalents), to the extent such current assets are sold, liquidated, disposed of or otherwise used to make payment in good faithrespect of or discharge any Indebtedness or Company Transaction Expenses, pay any dividends or repurchase any equity securities of any Group Company; or (xxiv) authorize any of, or commit or agree to take any action that would cause any of, the foregoing actions in respect of its representations and warranties herein to become untrue in any material respect; and (h) neither which it nor any is restricted by the provisions of its Subsidiaries will authorize or enter into an agreement to do any of the foregoingthis Section 5.1.

Interim Operations of the Company. The Seller shall use all commercially reasonable efforts to cause that, and the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time Company Closing Date (unless Parent shall otherwise approve and another date is specified), except (i) as otherwise expressly provided in this Agreement (including, without limitation, as expressly contemplated by this Agreement and except the Asset Transfers), (ii) as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined set forth in the Side Agreement)Disclosure Schedule, the Series D Certificate of Designations or (iii) as defined may be agreed in the Series D Exchange Agreement) or the Agreement of Understanding):writing by Purchaser: (a) the business of it the Company and its the Company Subsidiaries shall be conducted in the same manner as heretofore conducted and only in the ordinary course, and usual course and, to Seller and the extent consistent therewith, it and its Subsidiaries Company shall use all commercially reasonable efforts to (i) preserve the business organization of the Company and the Company Subsidiaries intact, (ii) keep available the services of the current officers and employees of the Company (other than as contemplated by Section 6.8(a) and provided that commercially reasonable efforts shall not require Seller to offer any officers or employees any particular salary, bonus or other form of remuneration), and (iii) maintain its the existing relations and goodwill with customers, suppliers, distributors, creditors, lessors business partners and others having business associates; provided, however, that dealings with the Company may sell those assets which it is permitted to dispose of pursuant to and in accordance with or the terms of the Term Loan Agreement and may continue to de-emphasize its sales and licensing of its multifunction products businessCompany Subsidiaries. (b) it shall not neither the Company nor any Company Subsidiary shall: (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate of incorporation or by-laws; laws or similar organizational documents, (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (c) neither it nor any of its Subsidiaries shall (iii) issue, sell, transfer, pledge, dispose of or encumber any shares ofof any class or series of its capital stock or Voting Debt, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock or any Voting Debt, (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld; (iv) split, combine or reclassify any shares of any class or series of its stock; or (v) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares; (c) neither the Company nor any Company Subsidiary shall organize any new Subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business, of any other property Person; (d) neither the Company nor any Company Subsidiary shall modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice; (e) neither the Company nor any of the Company Subsidiaries shall, except in the ordinary course of business and consistent with past practice: (i) incur or assume any Indebtedness; (ii) pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness issued or guaranteed by the Company or any Company Subsidiary, except as required by the terms thereof; (iii) modify the terms of any Indebtedness or other liability; (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (v) enter into any material commitment or transaction (including any capital expenditure or purchase, sale or lease of assets or real estate); (vi) write down the value of any inventory or write off as uncollectible any notes or accounts receivable, or (vii) dispose of or permit to lapse any rights to any Intellectual Property; (f) neither the Company nor any Company Subsidiary shall lease, license, mortgage, pledge or encumber any assets other than in the ordinary and usual course of business and consistent with past practice or transfer, sell or dispose of any assets (other than Shares issuable pursuant to options outstanding on the date hereof under the Stock Option Plansmortgage loans, options which are provided for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan in clause (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (iig) below) other than in the ordinary and usual course of business and consistent with past practice; (g) prior to the Loan Closing Date, neither Seller, the Company nor any Company Subsidiary shall transfer, sell or dispose of any mortgage loans listed in the accounts set forth in the September 30 Pro Forma Balance Sheet and November 30 Pro Forma Balance Sheet, except for sales permitted by mortgage loans sold to Bear Stearns in the ordinary course of business consistent with past practxxx xx to type and made volume. (h) neither the Company nor any Company Subsidiary shall: (i) make any change in accordance with Section 9(c) of the Term Loan Agreement, transfer, lease, license, guarantee, sell, mort- gage, pledge, dispose of compensation payable or encumber any other property or assets (including capital stock of to become payable to any of its Subsidiariesofficers, directors, employees, agents or consultants (other than normal recurring increases in the ordinary course of business of wages payable to employees who are not officers or directors or Affiliates of the Company) or incur to Persons providing management services, or modify (ii) enter into or amend any material indebtedness employment, severance, consulting, termination or other liability; agreement with, or employee benefit plan for, or make any loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants or (iii) make any change in its existing borrowing or authorize lending arrangements for or commit for on behalf of any capital expenditures other than in the ordinary and usual course of business or, by any means, make any acquisition of, such Persons pursuant to an employee benefit plan or investment in, assets or stock of or other interest in, any other Person or entityotherwise; (di) neither the Company nor any Company Subsidiary shall with respect to any Continuing Employee (or with respect to any Non-Continuing Employee to the extent not accrued on the Closing Date Balance Sheet) (i) except as required pursuant to existing written, binding agreements in effect prior to the date hereof or as otherwise required by the terms law, (A) pay or make any accrual or arrangement for payment of this Agreementany pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, (B) pay or accrue any salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or permitted pursuant any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, or (C) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing, or (ii) without the written consent of Purchaser, accelerate benefits or payments under any Company Plan or adopt any benefit compensation or other employment related arrangement; provided, however, that no provision in this Section 6.1(i) shall prohibit Seller from taking any action with respect to Section 6.11(d) of this Agreement, and except for option grants pursuant Non-Continuing Employees to the Directors' Plan, extent such action does not result in any Loss or liability to the Company or otherwise adversely affect the ability of the Company to perform its obligations under this Agreement or the Services Agreement. (j) neither it the Company nor any of its Subsidiaries Company Subsidiary shall terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither it nor any of its Subsidiaries shall make any Tax election or permit any insurance policy naming it as a beneficiary or loss-a loss payable payee to be cancelled or terminated except without notice to Purchaser; (k) neither the Company nor any of the Company Subsidiaries shall enter into any contract or transaction relating to the purchase of assets other than in the ordinary course of business and usual consistent with past practice; (l) neither the Company nor any Company Subsidiary shall pay, repurchase, discharge or satisfy any of its claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice, of claims, liabilities or obligations reflected or reserved against in, or contemplated by, the Financial Statements or incurred since the Balance Sheet Date in the ordinary course of business; (gm) neither it the Company nor any of its the Company Subsidiaries shall take adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any action Company Subsidiary; (n) no member of the WMCI Tax Group shall (i) revoke or omit change such member's status for Federal Income Tax purposes as an S corporation within the meaning of Sections 1361 and 1362 of the Code or a QSub within the meaning of Section 1361(b)(3)(B) of the Code, as the case may be, or such member's status as an S corporation or a QSub under comparable provisions of state or local Tax law; (other than omissions in good faithii) to take any action that would cause any of its representations and warranties herein to become untrue in make, revoke or change any material respectTax election or method of Tax accounting; (iii) file any amended Tax Return; (iv) enter into any closing agreement with respect to a material amount of Taxes; (v) settle or compromise any liability with respect to a material amount of Taxes or (vi) consent to any claim or assessment relating to a material amount of Taxes or any waiver of the statute of limitations for any claim or assessment of Taxes; and (ho) neither it the Company nor any of its the Company Subsidiaries will authorize or shall enter into an agreement any agreement, contract, commitment or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing. As used in this Section 6.1, the Company shall refer to the Company, together with all of its employees, assets, properties, interests and liabilities, after giving effect to the Asset Transfers.

Interim Operations of the Company. The From the date hereof through the Effective Time, the Company covenants and agrees as to itself that (i) its operations and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve and except as otherwise expressly contemplated by this Agreement and except as required pursuant to the terms of the Term Loan Agreement and the related loan documents, including the repayment of any principal or interest, the Side Agreement, the Series D Exchange Agreement (as defined in the Side Agreement), the Series D Certificate of Designations (as defined in the Series D Exchange Agreement) or the Agreement of Understanding): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, (ii) it and its Subsidiaries shall use all its best reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors lessors, employees and business associates, maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations, comply with all applicable Laws, keep available the services of their officers and employees and maintain satisfactory relationships with those persons having business relationships with them; provided(iii) promptly upon the discovery thereof notify Parent of the existence of any breach of any representation or warranty contained herein (or, howeverin the case of any representation or warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect). Without limiting the generality of the foregoing, except as otherwise set forth in Section 8.1(a) of the Company may sell those assets Disclosure Letter, the Company covenants and agrees that, from the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which it is permitted to dispose of pursuant to approval shall not be unreasonably withheld or delayed, and in accordance with the terms of the Term Loan except as otherwise expressly contemplated by this Agreement and may continue to de-emphasize its sales and licensing of its multifunction products business.or by Law): (bi) it shall not (ix) issueexcept to the extent required by law or the rules and regulations of NASDAQ, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate articles of incorporation or by-lawsbylaws; (iiiy) split, combine or reclassify its outstanding shares of capital stock; (ivaa) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly-owned Subsidiaries; or (vbb) repurchase, redeem or otherwise acquire, except in connection with the Stock Option Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stockstock (other than Options granted prior to the date hereof, in accordance with their respective terms as in effect on the date hereof or as contemplated by this Agreement); (cii) neither it nor any of its Subsidiaries shall not (ix) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any Voting Debt or any other property or assets (other than Shares issuable pursuant to options (whether or not vested) outstanding on the date hereof under the Company Stock Option Plans, options for Shares and Shares issuable pursuant to the Stock Purchase Plan, options issuable pursuant to the terms of the Directors' Plan (as defined in Section 6.11(a)), Shares issuable upon the conversion of Series B Shares, the exchange of the Series B Shares for the Series D Shares or Shares issuable upon the exercise of the Exchange Warrants or the Other Warrants); (iiy) lease, license, guarantee, mortgage, pledge, or encumber any other property or assets which have an aggregate fair market value in excess of $10,000 or incur or modify any material indebtedness for borrowed money or guarantee any such indebtedness in an amount in excess of, in the aggregate, $10,000; (z) other than in the ordinary and usual course of business and except for sales permitted by and made in accordance with Section 9(c) of the Term Loan Agreementbusiness, transfer, lease, license, guarantee, sell, mort- gage, pledge, sell or dispose of or encumber any other property or assets (including capital stock assets, which have an aggregate fair market value in excess of any of its Subsidiaries) or incur or modify any material indebtedness or other liability; $10,000 or (iiiaa) make or authorize or commit for any capital expenditures other than in the ordinary and usual course of business or, by any means, make any significant acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange or other interest inactivity) of any person in an amount in excess of, any other Person or entityin the aggregate, $10,000; (diii) except as required by the terms of this Agreement, or permitted pursuant to Section 6.11(d) of this Agreement, and except for option grants pursuant to the Directors' Plan, neither it nor any of its Subsidiaries shall not terminate, establish, adopt, enter into, make any new grants or awards under, reprice or substitute any options previously granted under, amend or otherwise modify, any Compensation and Benefit Plans Plans, or increase the salary, wage, bonus or other compensation of any employees; (e) neither it nor any of its Subsidiaries shall settle employees except for grants or compromise any material claims awards or litigation or, except increases under existing Compensation and Benefit Plans occurring in the ordinary and usual course of businessbusiness (which shall include normal periodic performance reviews and related compensation and benefit increases), modifyannual reestablishment of Compensation and Benefit Plans and the provision of individual compensation or benefit plans and agreements for newly hired non-key employees of the Company hired in the ordinary course of business consistent with past practices to replace employees leaving the Company or except for actions necessary to satisfy existing contractual obligations under Compensation and Benefit Plans or agreements existing as of the date hereof; and (iv) it shall not enter into any transaction involving a merger, amend consolidation, reorganization, share exchange, or terminate similar transaction involving, or any purchase of its material Contracts any assets or waive, release or assign any material rights or claimssecurities of it; (fv) neither it nor shall not settle or compromise any pending or threatened Litigation, other than settlements which involve solely the payment of its Subsidiaries money (without admission of liability) not to exceed $100,000 in any one case; (vi) it shall not assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (vii) it shall not make or forgive any loans, advances or capital contributions to, or investments in, any other person in excess of $20,000 in any one case; (viii) it shall not make any Tax election or settle any Tax liability; (ix) it shall not waive, amend or allow to lapse any term or condition of any confidentiality or "standstill" agreement to which the Company is a party, unless such lapse occurs in accordance with such agreements terms; (x) it shall not grant or amend any stock related or performance awards except as listed on Schedule 8.1(a)(x); (xi) it shall not make any material changes in the type or amount of their insurance coverage or permit any insurance policy naming it the Company or any Subsidiary as a beneficiary or loss-payable a loss payee to be cancelled canceled or terminated except other than in the ordinary course of business or except as otherwise provided in this Agreement; (xii) it shall not make any capital expenditures in the aggregate for the Company in excess of the amounts specified in the Company's budget for capital expenditures, a true and usual complete copy of which has previously been delivered to Parent, or otherwise acquire assets not in the ordinary course of business; (gxiii) neither it nor shall not, except as may be required by law or generally acceptable accounting principles and with prior written notice to Parent, change any material accounting principles or practices used by the Company; (xiv) it shall not enter into any Contracts for Derivatives; (xv) it shall not waive, relinquish, release or terminate any right or claim, including any such right or claim under any material Contract or permit any rights of its Subsidiaries material value to use any Intellectual Property to lapse or be forfeited, in each case, except in the ordinary course of business consistent with the past practice of the Company; (xvi) it shall not take any action to cause the Shares to be delisted from NASDAQ prior to the completion of the Offer or omit (other than omissions in good faithif no Offer is made) to take any action that would cause any of its representations and warranties herein to become untrue in any material respectthe Merger; and (hxvii) neither it nor any of its Subsidiaries will not authorize or enter into an agreement to do any of anything prohibited by the foregoing.