Common use of Operation of Business, Related Matters Clause in Contracts

Operation of Business, Related Matters. From the date hereof and on and prior to the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business in the Ordinary Course of Business. From the date hereof and on and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyer. Except as set forth in Schedule 7.3, from the date hereof and prior to the Closing Date, the Company shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheld: (a) enter into any transactions otherwise than on an arms' length basis (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target Companies); (b) pay any compensation other than in the Ordinary Course of Business or increase any compensation of any officer or employee other than such increases in compensation as may be made in the Ordinary Course of Business; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business; (d) amend the Charter or By-laws of any Target Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Companies; (f) make any capital expenditure in excess of the amount budgeted therefor or enter into any contract or commitment therefor in excess of budgeted amounts; (g) make any dividend or other distribution or payment in respect of the capital stock of any Target Company (other than to a Target Company); (h) make any material change in any accounting methods, principals, procedures or practices, except as required to conform to changes in GAAP, in which case the Company shall give Buyer prior notice thereof; or (i) enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld.

Operation of Business, Related Matters. From the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Section 10 or the Closing Date, unless the Buyer Parties shall otherwise agree in writing and except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business in the Ordinary Course ordinary course of Business. From business and in all material respects in a manner consistent with past practice and use reasonable commercial efforts to maintain the date hereof and on and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent value of the BuyerBusiness as a going concern, to preserve substantially intact the business organizations of the Target Companies, to keep available the services of the current officers, employees and consultants of the Target Companies, and to preserve the current relationships of the Target Companies with customers, suppliers, and other Persons with which any Target Company has significant business relations. Except By way of amplification and not limitation, except as set forth in Schedule 7.36.2, from the date hereof and prior through the earlier of the date this Agreement is terminated pursuant to Section 10 or the Closing Date, the Company shall not, and shall cause the Target Companies not permit any of its Subsidiaries to, without the prior written consent of Buyerthe Buyer Parties, which will not be unreasonably withheldwithheld or delayed: (a) 6.2.1. enter into any transactions otherwise with any Stockholder or any Affiliate thereof (other than on an arms' length basis (another Target Company), other than as contemplated by this Agreement and transactions in the Ordinary Course ordinary course of Business among the business between a Target Companies)Company and any physicians; (b) pay 6.2.2. make any compensation other than changes in the Ordinary Course rate of Business or increase any compensation Compensation of any director, officer or key employee other than such increases of the Company except for changes in Compensation of employees of any Target Company whose annual compensation as may be made is $150,000 or less in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business; (d) 6.2.3. amend the Charter or By-laws Bylaws of any Target Company; 6.2.4. reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock or other securities of any Target Company; 6.2.5. authorize, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of capital stock of any Target Company, except for dividends by any direct or wholly owned Subsidiary to the Company or any other Subsidiary; 6.2.6. issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of capital stock of any Target Company, or any Options or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest) of any Target Company or (except for the issuance of shares of Company Common Stock upon exercise of outstanding Options) 6.2.7. (a) sell, lease to others, pledge, dispose of, or otherwise dispose of encumber, any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Companies; (f) make any capital expenditure in excess of the amount budgeted therefor or enter into any contract or commitment therefor in excess of budgeted amounts; (g) make any dividend or other distribution or payment in respect of the capital stock of any Target Company (other than to Permitted Liens), other than immaterial assets in the ordinary course of business in a Target Company)manner consistent with past practice, or (b) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any material amount of assets; 6.2.8. prepay any Indebtedness; 6.2.9. pay, discharge or satisfy any claim, liability or obligation (h) make absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and consistent with past practice or in accordance with the terms of claims, liabilities or obligations reflected or reserved against on the Balance Sheet, or claims, liabilities or obligations not exceeding $1,000,000 in the aggregate; 6.2.10. enter into any material change in any accounting methods, principals, procedures contract or practices, except as required agreement that requires the payment of more than $1,500,000 during the term of such contract or agreement other than contracts or agreements that are terminable pursuant to conform to changes in GAAP, in which case the Company shall give Buyer prior terms of such contract upon not more than 90 days’ notice thereof; orwithout penalty; 6.2.11. (ia) enter into any Contract that would have been required to be disclosed under Section 4.10.1.10 if entered into prior to the date hereof, or (b) enter into, amend, modify or consent to the termination of any Contract, or amend, waive, modify or consent to the termination of any Target Company’s rights thereunder except in the case of this clause (b) in the ordinary course of business consistent with past practice; 6.2.12. make any change in its customary methods of accounting or accounting practices, other than changes required by GAAP or Governmental Authorities; 6.2.13. commence or settle any material Action, other than for a breach of this Agreement; 6.2.14. authorize, or make any commitment with respect to, or spend money in respect of, capital expenditures in excess of $5,000,000, individually, or $10,000,000 in the aggregate; or 6.2.15. enter into any Contractual Obligation Obligation, announce an intention or otherwise make a commitment to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld6.2.

Operation of Business, Related Matters. From the date hereof and on -------------------------------------- and prior to the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Iron Age Companies to conduct the Business in the Ordinary Course of BusinessBusiness and substantially as presently operated and use reasonable efforts to maintain the value of the Business as a going concern. From the date hereof and on and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her his or its Shares, Options or Warrants, or enter into any agreement to do so, without the prior written consent of the Buyer. Except as set forth in Schedule 7.3, from From the date hereof and prior to the Closing Date, except as expressly contemplated by the terms of this Agreement, the Company shall not, and shall will cause the Target Iron Age Companies not to, without the prior written consent of Buyer, which consent will not be unreasonably withheldwithheld in bad faith: (a) enter into any transactions otherwise than on an arms' length basis with any Seller or any other Affiliate of the Iron Age Companies (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target Iron Age Companies); (b) pay any compensation other than in the Ordinary Course of Business or increase any compensation of any officer or employee other than such increases in compensation for employees as may be made in the Ordinary Course of Business; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business; (d) amend the Charter or By-laws Bylaws of any Target Iron Age Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Iron Age Companies; (f) make any capital expenditure in excess of $250,000 with respect to the amount budgeted therefor Business or enter into any contract or commitment therefor in excess of budgeted amountstherefor; (g) make enter into any dividend or other distribution or payment in respect Contractual Obligation involving more than $100,000 outside the Ordinary Course of the capital stock of any Target Company (other than to a Target Company)Business; (h) settle or agree to settle any Action in excess of $100,000 or any claim of any other Person in excess of $100,000; (i) enter into any Contractual Obligation relating to the sale of any capital stock or equity interest in any Iron Age Company or make any material change capital investment in, or any loan to, or any acquisition of the securities or a substantial portion of the assets of, any other Person that is not an Iron Age Company; (j) declare, set aside, or pay any dividend or distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock (other than as expressly contemplated by the terms of this Agreement); or (k) mortgage, pledge or subject to any Lien any of their assets other than (A) conditional sales or similar security interests granted in any accounting methodsconnection with the lease or purchase of equipment or supplies in the Ordinary Course of Business, principals, procedures or practices, except as required to conform to changes (B) Liens securing liabilities not in GAAPexcess, in which case the Company shall give Buyer prior notice aggregate, of $250,000 or (c) Liens disclosed on Schedule 5.5.1 hereto; -------------- (l) sell, lease, transfer or exchange property having a fair market value in excess of $250,000 for less than the fair market value thereof; or (im) enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Iron Age Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld.

Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 11 and on and prior to the Closing Date, except as otherwise expressly permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business its business in the Ordinary Course of BusinessBusiness and substantially as presently operated and shall use commercially reasonable efforts to preserve its business intact, keep available to the Company the services of its present officers and employees and to preserve for the Company the goodwill of its customers and others having business relations with the Company. From Except as set forth on Schedule 5.1, from the date hereof and on and prior to through Closing Date, the Closing Date no Seller Company will sell, pledge or otherwise encumber his, her or its Sharesnot, without the prior written consent of the Buyer. Except as set forth in Schedule 7.3, from the date hereof and prior to the Closing Date, the Company shall not, and shall cause the Target Companies not to, without the prior written consent of BuyerParent, which will not be unreasonably withheldwithheld or delayed: (a) enter (i) Enter into any transactions otherwise (x) with any Affiliate or (y) with any other Person other than on an arms' ’ length basis (other than as contemplated by this Agreement and transactions in Agreement) or (ii) acquire or create any subsidiaries of the Ordinary Course of Business among the Target Companies)Company; (b) pay Pay to any officer, employee or other service provider increased compensation (cash, equity or otherwise) other than as required by an employment agreement in effect and disclosed to Parent prior to the Ordinary Course date of Business this Agreement or increase any compensation of any officer or employee such other than such increases in compensation as may be made in the Ordinary Course of Business or hire or terminate any employees or individual consultants other than in the Ordinary Course of Business; (c) incur Incur any Company Debt (including, without limitation, including any capital lease) except for the incurrence of up to $75,000 of Company Debt in the Ordinary Course of Business; (d) amend Amend the Charter or By-laws Bylaws of any Target the Company or sell, lease or otherwise dispose of any material assets or properties (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be expressly permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Companies; (f) make Make any capital expenditure in excess of the amount budgeted therefor $50,000; (f) Declare, set aside, or enter into pay any contract dividend or commitment therefor in excess other distribution with respect to its capital stock, or recapitalize, reclassify, redeem or repurchase or otherwise retire for value any shares of budgeted amountsit capital stock or Options; (g) make Make any dividend material change in its methods of accounting or other distribution or payment in respect of the capital stock of any Target Company (other than to a Target Company)accounting practices; (h) make Make or change any material Tax election, adopt or change any Tax accounting method, enter into any closing agreement, settle or compromise any material Tax claim or material assessment, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment or file any material Tax Return or any amended Tax Return; (i) Grant or pay any bonus, severance or termination pay (other than pursuant to policies or agreements in effect as of the date hereof that have been disclosed to Parent) or increase, modify or alter the benefits payable under its bonus or severance or termination pay plans, policies or agreements in effect on the date hereof or adopt any new severance plans; (j) Issue, sell or otherwise dispose of any capital stock or securities or grant, or modify the terms of, any option or warrant or other right to purchase or obtain any of its capital stock or securities, other than issuances of Common Stock (A) upon the exercise of the Options outstanding on the date of this Agreement in accordance with their terms and (B) upon conversion of the Preferred Stock outstanding on the date of this Agreement in accordance with the Company’s Charter; (k) Make any capital investment in, any loan to, or any acquisition of the securities or assets constituting a business of (including by way of merger, consolidation or otherwise), any other Person; (l) Enter into any employment contract or consulting agreement obligating the Company to pay the other party thereto in excess of $75,000 per year, or amend in any accounting methodsmaterial respect the terms of any such existing contract or agreement; (m) Adopt or amend in any material respect any bonus, principalsprofit sharing, procedures compensation, Option, pension, retirement, deferred compensation, employment or practicesother employee benefit plan, except agreement, trust, fund or other arrangement for the benefit or welfare of any employee, other than as required by law or in the Ordinary Course of Business; (n) Enter into any Lease involving annual payments in excess of $50,000 or enter into, amend, modify or terminate any Material Contract (other than customer contracts entered into in the Ordinary Course of Business); (o) Mortgage, pledge or otherwise subject to conform to changes a Lien any property or assets other than conditional sales or similar security interests granted in GAAPconnection with the lease or purchase of equipment or supplies in the Ordinary Course of Business; (p) Settle, compromise, threaten (other than demand letters for accounts receivable in which case the Ordinary Course of Business) or initiate any Action or waive or release any material rights of the Company; (q) Sell, assign, transfer, license or sublicense, pledge or otherwise encumber any material assets or any Intellectual Property Rights (other than non-exclusive end-user licenses granted by the Company shall give Buyer prior notice thereofto its customers in the Ordinary Course of Business); or (ir) Authorize, enter into into, or commit or agree to enter into, any Contractual Obligation to do any of the actions referred to in this Section 7.35.1. The Buyer Parent and Merger Sub shall respond with reasonable promptness to any and all requests by the Sellers Company for consent(s) for any Target the Company to take any of the actions specified in this Section 7.35.1, and no requested consent shall be unreasonably withheld.

Operation of Business, Related Matters. From the date hereof and on and prior to until the Closing Date, except as otherwise permitted or required by this Agreement, the Company will shall, and shall cause the Target Companies to each of its Subsidiaries to, (i) conduct the Business in the Ordinary Course of Business and substantially as presently operated, (ii) use reasonable efforts to maintain the value of the Business as a going concern, and (iii) use reasonable efforts to preserve intact the present business organization and assets of the Business and preserve the present relationships of the Company with the payors, vendors and the Employees of the Business. From Without limiting the date hereof and on and prior to the Closing Date no Seller will sellforegoing, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyer. Except except as set forth in Schedule 7.36.3 or as contemplated by this Agreement, from the date hereof and prior to until the Closing Date, the Company shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheld: (a) enter Enter into any transactions otherwise than on an arms' length basis with any Affiliate of the Seller or the Company (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target CompaniesCompany); (b) Except as required by applicable Legal Requirements or the terms of existing Company Plans (i) pay any compensation or provide any benefits to any current or former Employee, officer, director, or independent contractor, other than in the Ordinary Course of Business or Business, (ii) increase any compensation payable to or the benefits afforded any current of any former director, independent contractor, officer or employee Employee, other than such increases in compensation or benefits as may be made in the Ordinary Course of Business, (iii) or commit to do any of the foregoing; (c) incur Incur any Debt greater than Ten Thousand Dollars (including, without limitation, $10,000) in the aggregate (including any capital lease) except in the Ordinary Course of Business); (d) amend Amend the Charter or Charter, By-laws or Operating Agreement of any Target Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business Business, and (ii) as may otherwise be permitted by the terms of this Agreement); (ei) make Make any material change in the Business or operations of Company, or (ii) hire or promote any of the Target Companiesemployee, independent contractor, or consultant; (f) make Make any capital expenditure individually in excess of Ten Thousand Dollars ($10,000) with respect to the amount budgeted therefor Business or enter into any contract or commitment therefor in excess of budgeted amountsContractual Obligation therefor; (g) make Authorize, declare or set aside any dividend payment or other distribution distribution, payable in Cash, Equity Securities, property or payment in otherwise, with respect to any of the capital stock of any Target Company (other than to a Target Company)its Equity Securities; (h) make Make any material change in collection policies or payment terms applicable to any of the suppliers or customers of Company; (i) Create any Lien on any of the assets of the Business; (j) Except in the Ordinary Course of Business, (i) sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any of the assets of the Business or (ii) cancel any indebtedness owed to Company, in the case of both (i) and (ii) above, having, individually or in the aggregate, a value exceeding Ten Thousand Dollars ($10,000); (k) Enter into any agreements or contracts which would require payments of more than Ten Thousand Dollars ($10,000) over any period of twelve (12) months or enter into any agreement or contract of the type which, if in effect on the date hereof, would be required to be listed as a Contract on Schedule 4.7, or amend, terminate or extend any such Contract, except Contracts entered into in the Ordinary Course of Business; (l) Change the accounting methods, principals, procedures principles or practicespractices used by Company, except as where required by law or GAAP; (m) Revalue any of the assets of the Business, including writing off receivables or reserves, other than in the Ordinary Course of Business; (n) Cause Company to conform acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material assets or business of, any corporation, partnership, association or other business organization or division thereof; (o) Make or change any Tax election, settle or compromise any claim, notice, audit report or assessment in respect of its Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, take any action not in accordance with past practice that would have the effect of deferring any Tax liability of Company from a taxable period ending on or before the Closing Date to changes any subsequent taxable period, enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or Closing agreement relating to any Tax of Company, surrender any right to claim a Tax refund of Company, or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment of Company; (p) Issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding any Equity Securities of Company, or permit the exercise of any option, warrant, or other right requiring the issuance of any Equity Securities by Company or any phantom rights thereon; (q) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any securities convertible into any Equity Securities or any other interests of Company; (r) Adjust, split, subdivide, combine, or reclassify any capital stock or other interests of Company, or authorize the issuance of any other securities in GAAPrespect of or in substitution for the Equity Securities or other interests of Company; (s) Enter into or amend any employment, severance, change in which case control, retention, or other similar Contract or other instrument between Company, and any employee, independent contractor, officer or director of Company that Buyer does not have the unconditional right to terminate without liability (other than ordinary salary or wage compensation for services already provided), at any time on or after the Closing; (i) Adopt any new employee benefit plan, program, policy, or arrangement, (ii) make any change in or to any existing employee benefit plans that would increase the annual cost of the plan to Company, other than any such change required by a Legal Requirement, or (iii) commit to do any of the foregoing; (u) Settle any Action involving any liability or asset of the Business for money damages exceeding Ten Thousand Dollars ($10,000) an individual basis or imposing material restrictions upon the operations of the Business; (v) Other than renewals, modifications or amendments without adverse change of terms, modify, amend, or terminate any Contract affecting Company shall give Buyer prior notice thereofor waive, release, compromise, or assign any rights or claims; or (iw) enter Enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld6.3.

Operation of Business, Related Matters. From Except as set forth on Schedule 6.05, from the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Article X or the Closing Date, unless the Parent shall otherwise agree and except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business in the Ordinary Course ordinary course of Business. From business and substantially in the date hereof same manner as presently operated and on and prior use reasonable commercial efforts to maintain the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent value of the BuyerBusiness as a going concern. Except as set forth in on Schedule 7.36.05, from the date hereof and prior through the earlier of the date this Agreement is terminated pursuant to Article X or the Closing Date, the Company shall not, and shall cause the Target Companies not permit any of its Subsidiaries to, without the prior written consent of Buyerthe Parent, which will not be unreasonably withheldwithheld or delayed: (a) enter into any transactions otherwise with a Shareholder or any Affiliate thereof (other than on an arms' length basis (another Target Company), other than as contemplated by this Agreement and or transactions in the Ordinary Course ordinary course of Business among business of the Target Companies)Company; (b) pay (i) sell, lease to others or otherwise dispose of any compensation of its material assets other than in the Ordinary Course ordinary course of Business business or increase (ii) enter into any compensation Contractual Obligation relating to (1) the purchase of assets constituting a business or (2) any officer merger, consolidation or employee other than such increases in compensation as may be made in the Ordinary Course of Businessbusiness combination; (c) incur make any Debt (including, without limitation, any capital lease) except material changes in the Ordinary Course rate of BusinessCompensation of any director, officer or Key Employee of the Company; (d) amend make any amendments to the Charter or By-laws Constituent Documents of any Target Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement)Company; (e) make other than in the ordinary course of business and consistent with past practice, and except with respect to Contractual Obligations with new customers, enter into or amend in any material change in respect a Contractual Obligation listed on Schedule 4.12 by which the Business Company or operations of any of the Target Companiesits assets is bound or subject; (f) make any capital expenditure change in excess its customary methods of the amount budgeted therefor accounting or enter into any contract accounting practices, other than changes required by U.S. GAAP or commitment therefor in excess of budgeted amountsPRC GAAP, as applicable, or Governmental Authorities; (g) make become subject to any dividend Lien with respect to any material properties or other distribution or payment in respect assets of the capital stock of any Target Company (other than to a Target Company), other than Liens for current Taxes not yet due and payable arising solely as a matter of Law; (h) make any material change loan or guarantee to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any other Person; (i) declare or pay any dividend or make any declaration, setting aside or payment or other distribution in respect of any accounting methodsof the Company’s Shares, principalsor any direct or indirect redemption, procedures purchase or practices, except as required to conform to changes in GAAP, in which case other acquisition of any Shares by the Company shall give Buyer prior notice thereofCompany; or (ij) enter into any Contractual Obligation to do any of the actions referred to in this Section 7.36.05. The Buyer Without limiting the foregoing, from December 31, 2009 through the earlier of the date this Agreement is terminated pursuant to Article X or the Closing Date, the Company shall respond not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Parent: (k) borrow money from any Person or accept advances from any Person or otherwise create, incur or assume indebtedness of any nature with reasonable promptness respect to any and all requests by the Sellers for consent(s) for any Target Company to take other than accounts payable incurred in the ordinary course of business and consistent with past practices; (l) enter into, terminate or amend any contract or other obligation other than in the ordinary course of business of a Target Company and consistent with past practices; or (m) make any payments or distributions of any kind other than in the actions specified in this Section 7.3, ordinary course of business of a Target Company and no requested consent shall be unreasonably withheldconsistent with past practices.

Operation of Business, Related Matters. From the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Section 12 or the Closing Date, unless the Buyer shall otherwise agree in writing and except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business in the Ordinary Course of Business. From Business and substantially in the date hereof same manner as presently operated and on and prior use reasonable commercial efforts to maintain the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent value of the BuyerBusiness as a going concern. Except as set forth in Schedule 7.37.2, from the date hereof and prior to the Closing Date, the Company shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheldwithheld or delayed: 7.2.1. (ai) enter into any transactions transaction otherwise than on an arms' length basis basis, (ii) enter into any transaction with any Affiliate, any of its shareholders or any Affiliate thereof (other than as contemplated by this Agreement and transactions in Agreement), or (iii) make any Distribution or any other payment or transfer of assets to any shareholder or Affiliate of the Ordinary Course of Business among the Target Companies); (b) pay any compensation Company other than in the Ordinary Course of Business or increase any compensation of any officer or employee other than such increases in compensation as may be made Compensation paid in the Ordinary Course of Business; (ci) incur make any Debt (includingchanges in the rate of Compensation of any director, without limitationofficer, any capital lease) except employee or agent of, or consultant to, the Company, other than in the Ordinary Course of BusinessBusiness on an individual basis for employees other than directors and officers, deemed to be in the best interests of the Company or (ii) pay or agree to pay any Compensation in connection with the transactions contemplated hereby; 7.2.3. incur or otherwise become liable for any Debt except (di) capital leases listed on Schedule 5.7 and (ii) Debt for borrowed money incurred in the Ordinary Course of Business that does not exceed $2,500,000 in the aggregate; 7.2.4. amend the Charter or By-laws of any Target the Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be specifically permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Companies; (f) make any capital expenditure in excess of the amount budgeted therefor or enter into any contract or commitment therefor in excess of budgeted amounts; (g) make any dividend or other distribution or payment in respect of the capital stock of any Target Company (other than to a Target Company); (h) make any material change in any accounting methods, principals, procedures or practices, except as required to conform to changes in GAAP, in which case the Company shall give Buyer prior notice thereof; or (i) sell, lease to others or otherwise dispose of any of its assets other than in the Ordinary Course of Business, (ii) enter into any Contractual Obligation relating to (A) the purchase of any capital stock of or interest in any Person (other than in connection with the formation of any wholly-owned Subsidiaries of the Company), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) cancel or compromise any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waive or release any right of material value or (v) institute, settle or agree to settle any material Action; 7.2.6. incur Liens, except for Liens securing Debt permitted by Section 7.2.3; 7.2.7. make any change in the Company's customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or grant any extensions of credit other than in the Ordinary Course of Business; 7.2.8. write off or write down any of the assets of properties of the Company which individually have a value in excess of $100,000 or $1,000,000 in the aggregate; 7.2.9. with respect to Taxes, (i) make or change any election, (ii) adopt or change any accounting method, (iii) file any amended Tax Return, (iv) settle any Tax claim or assessment, or (v) consent to any extension or waiver of any limitation period applicable to any Tax claim or assessment; 7.2.10. make any change in the Company's cash management, including with respect to payment of Debt, collection of receivables, payment of payables or maintenance of working capital levels; provided, however, that nothing herein shall prevent the Company from making any payments in respect of existing Debt for borrowed money or under capital leases; or 7.2.11. enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld7.2.

Operation of Business, Related Matters. From the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Section 12 or the Closing Date, unless the Buyer shall otherwise agree and except as otherwise permitted or required by this Agreement, (i) the Company TE Blockers and the Offshore Blockers shall conduct no business other than continuing to own the Units and (ii) the Acquired Companies will cause the Target Companies to conduct the Business in the Ordinary Course of Business. From Business and substantially in the date hereof same manner as presently operated and on and prior use reasonable commercial efforts to maintain the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent value of the BuyerBusiness as a going concern. Except as set forth in Schedule 7.37.2, from the date hereof and prior to the Closing Date, the Company Acquired Companies shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheldwithheld or delayed: (a) 7.2.1. enter into any transactions otherwise than on an arms' length basis with any Seller, any Affiliate of any Seller or any other Affiliate of the Acquired Companies (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among by the Target Acquired Companies); 7.2.2. (bi) pay establish, maintain, enter into or contribute to any compensation other than new Employee Plan or amend any Employee Plan, except as made in the Ordinary Course of Business with respect to Persons other than directors, officers and Affiliates of the Acquired Companies or increase (ii) make any compensation changes in the Compensation of any officer director, officer, employee or employee agent of, or consultant to, the Acquired Companies, except for changes in the Ordinary Course of Business to the Compensation of Persons other than such increases directors, officers and Affiliates of the Acquired Companies; 7.2.3. incur any Debt except (i) capital leases listed on Schedule 5.7. or capital leases which individually require payments of less than $100,000 in compensation as may be made any year or $1,000,000 in the aggregate and (ii) Bank Debt incurred in the Ordinary Course of Business; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business; (d) 7.2.4. amend the Charter or LLC Agreement, Charter, By-laws (or similar governing documents) of any Target Company the Acquired Companies or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement); 7.2.5. (ei) enter into any Contractual Obligation relating to (A) the purchase or sale of any Capital Stock of any Person, (B) the purchase or sale of material assets other than in the Ordinary Course of Business, individually or in the aggregate, or (C) any merger, consolidation or other business combination, (ii) cancel or compromise any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iii) waive or release any right of material value or (iv) institute, settle or agree to settle any material Action; 7.2.6. incur Liens, except for customary Liens securing Debt permitted by Section 7.2.3; 7.2.7. make any material change in the Business Acquired Companies’ customary methods of accounting, Tax reporting or operations accounting practices or payment or credit practices, or grant any extensions of any credit other than extensions of credit in the Target Companies; (f) make any capital expenditure in excess Ordinary Course of the amount budgeted therefor Business, or enter into any contract deferred payment arrangements with customers, or make, change or rescind any election relating to Taxes or settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation or audit controversy relating to Taxes; provided, however, that it will be unreasonable for Buyer to withhold consent with respect to a Section 754 election by Holdco or any change, extension, election, settlement or compromise that solely affects the Pre-Closing Period of the relevant Acquired Companies; 7.2.8. enter into any Contract or agreement or commitment therefor which restrains, restricts, limits or impedes the ability of the Acquired Companies to compete with or conduct any business or line of business in excess of budgeted amountsany geographic area; (g) 7.2.9. enter into any Contract or agreement or commitment which is valued at or over $250,000; 7.2.10. enter into, modify or terminate any labor or collective bargaining agreement of the Acquired Companies or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Acquired Companies; 7.2.11. introduce any material change with respect to the operation of the Acquired Companies, or, other than in the Ordinary Course of Business, make any change in product specifications or prices (including any increase in rebates or discounts) or terms of distributions of such products; 7.2.12. declare, set aside, make or pay any non-cash dividend or other non-cash distribution or payment in respect of the capital stock Capital Stock of the Acquired Companies or repurchase, redeem or otherwise acquire any outstanding Capital Stock of the Acquired Companies; 7.2.13. transfer, issue, sell or dispose of any Target Company (shares of Capital Stock of the Acquired Companies or grant options, warrants, calls or other than rights to a Target Company)purchase or otherwise acquire shares of the Capital Stock of the Acquired Companies; (h) make 7.2.14. effect any material recapitalization, reclassification, stock split or like change in the capitalization of the Acquired Companies; 7.2.15. enter into any accounting methodsarrangements, principalsagreements, procedures commitments or practices, except as required to conform to changes in GAAP, in which case the Company shall give Buyer prior notice thereofunderstandings for Make and Hold Inventory; or (i) 7.2.16. enter into or agree to enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld7.2.

Operation of Business, Related Matters. From the date hereof and on and prior to until the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to Cratos shall conduct the Business in the Ordinary Course of BusinessBusiness and substantially as presently operated. From Without limiting the date hereof and on and prior to the Closing Date no Seller will sellforegoing, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyer. Except except as set forth in on Schedule 7.36.1 or as contemplated by this Agreement, from the date hereof and prior to until the Closing Date, the Company Cratos shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will shall not be unreasonably withheld, conditioned or delayed: (a) enter Enter into any transactions otherwise than on an arms' length basis with any Affiliate (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target CompaniesBusiness); (b) Except as required by applicable Contractual Obligations or Legal Requirements or the terms of existing Company Plans (i) pay any compensation or provide any benefits to any current or former employee, officer, director, or independent contractor, other than in the Ordinary Course of Business or Business; (ii) increase any compensation of payable to or the benefits afforded any current or former director, independent contractor, officer or employee employee, other than such increases in compensation or benefits as may be made in the Ordinary Course of Business;; or (iii) commit to do any of the foregoing; ***Text Omitted and Filed Separately with the Securities and Exchange Commission under CFR §§ 230.246-2 and 200.80(b)(4). (c) incur Incur any Debt greater than $25,000 in the aggregate (including, without limitation, including any capital lease); (d) Prepay or repay in full any Debt owed pursuant to the Revolving Credit Agreement or terminate or breach the Revolving Credit Agreement; (e) Amend the Charter, Bylaws or Operating Agreement of Cratos or any Subsidiary; (f) (i) Make any material change in the Business or operations of Cratos or any Subsidiary, or (ii) hire or promote any management-level employee, independent contractor, or consultant; (g) Make any capital expenditure individually in excess of $25,000 with respect to the Business or enter into any Contractual Obligation therefor; (h) Authorize, declare or set aside any dividend payment or other distribution, payable in cash, Equity Securities, property or otherwise, with respect to any of its Equity Securities; (i) Create any Lien on any of the assets of the Business; (j) Except in the Ordinary Course of Business, (i) sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any of the assets of the Business or (ii) cancel any indebtedness owed to any Affiliate, in the case of both (i) and (ii) above, having, individually or in the aggregate, a value exceeding $25,000; (k) Enter into any agreements or contracts which would require payments of more than $25,000 over any period of twelve (12) months or enter into any agreement or contract of the type which, if in effect on the date hereof, would be required to be listed as a Cratos Contract on Schedule 4.7, except Contractual Obligations entered into in the Ordinary Course of Business; (dl) amend Change the Charter accounting methods, principles or By-laws practices used by Cratos or any Subsidiary, except where required by law or GAAP; (m) Cause Cratos or any Subsidiary to acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of any Target Company or sellthe assets of, lease or otherwise dispose of acquire any material assets (except (i) for sales or business of, any corporation, partnership, association or other dispositions of inventory business organization or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement)division thereof; (en) make Make or change any material Tax election, settle or compromise any claim, notice, audit report or assessment in respect of its Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, take any action not in accordance with past practice that would have the Business effect of deferring any Tax liability of Cratos or operations any Subsidiary ***Text Omitted and Filed Separately with the Securities and Exchange Commission under CFR §§ 230.246-2 and 200.80(b)(4). from a taxable period ending on or before the Closing Date to any subsequent taxable period, enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or Closing agreement relating to any Tax of Cratos or any Subsidiary, surrender any right to claim a Tax refund of Cratos or any Subsidiary, or consent to any extension or waiver of the Target Companiesstatute of limitations period applicable to any Tax claim or assessment of Cratos or any Subsidiary; (fo) make any capital expenditure in excess of Issue, sell, pledge, encumber, authorize the amount budgeted therefor or issuance of, enter into any contract to issue, sell, pledge, encumber, or commitment therefor in excess authorize the issuance of, or otherwise permit to become outstanding any Equity Securities of budgeted amountsCratos or any Subsidiary, or permit the exercise of any option, warrant, or other right requiring the issuance of any Equity Securities by Cratos or any Subsidiary or any phantom rights thereon; (gp) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any securities convertible into any Equity Securities or any other interests of Cratos or any Subsidiary; (q) Authorize the issuance of any other securities in respect of or in substitution for the Equity Securities or other interests of Cratos or any Subsidiary; (r) Enter into or amend any employment, severance, change in control, retention, or other similar Contractual Obligation between Cratos or any Subsidiary, and any employee, independent contractor, officer or director of Cratos or any Subsidiary that Buyer does not have the unconditional right to terminate without liability (other than ordinary salary or wage compensation for services already provided), at any time on or after the Closing; (i) Adopt any new employee benefit plan, program, policy, or arrangement; (ii) make any dividend change in or other distribution or payment in respect to any existing employee benefit plans that would increase the annual cost of the capital stock of plan to Cratos or any Target Company (Subsidiary, other than any such change required by a Legal Requirement; or (iii) commit to a Target Company)do any of the foregoing; (ht) make Settle any Action involving any liability or asset of the Business for money damages exceeding $25,000 on an individual basis or imposing material change in any accounting methods, principals, procedures or practices, except as required to conform to changes in GAAP, in which case restrictions upon the Company shall give Buyer prior notice thereofoperations of the Business; or (iu) enter Enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld6.1.

Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 12 and on and prior to the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to (a) conduct the Business in the Ordinary Course of Business. From Business and substantially as presently operated, (b) use reasonable efforts to maintain the date hereof and on and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent value of the BuyerBusiness as a going concern, (c) comply in all material respects with all applicable Legal Requirements, and (d) use reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and (ii) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers). Except as set forth in on Schedule 7.35.2, from the date hereof and prior to the Closing Date, the Company shall will not, and shall cause the Target Companies not to, without the prior written consent of BuyerParent which, which as to subsections (g), (j), (s) and (t) below, will not be unreasonably withheldwithheld or delayed: (a) enter into any transactions otherwise other than on an arms' length basis with any Affiliate of the Company (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target CompaniesBusiness); (b) pay to any compensation other than in the Ordinary Course of Business or increase any compensation of any director, officer or employee increased salary or other than such increases in compensation as may be made in the Ordinary Course of Businesscompensation; (c) incur issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Company Debt (including, without limitation, including any capital lease) except in the Ordinary Course of Business); (d) amend the Charter or By-laws Bylaws of any Target the Company or sell, lease or otherwise dispose of any material assets (except (i) for sales or other dispositions of advertising or inventory or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this AgreementBusiness); (e) make enter into or agree to enter into any material change merger or consolidation with any Person, and not engage in any business other than the Business or operations of any of the Target CompaniesBusiness; (f) make any capital expenditure in excess of $50,000, except in the amount budgeted therefor or enter into any contract or commitment therefor in excess Ordinary Course of budgeted amountsBusiness consistent with the Company's capital expenditure budget previously disclosed to Parent; (g) make pay any dividend or other distribution with respect to its capital stock, or payment repurchase or otherwise retire for value any shares of its capital stock or Options or Warrants or effect any recapitalization, reclassification, stock split, combination or like change in respect the capitalization of the capital stock Company, or amend the terms of any Target Company (other than to a Target outstanding securities of the Company); (h) make any material change in any its accounting or Tax reporting principles, methods, principals, procedures policies or practices; (i) make, change or revoke any material Tax election or settle or compromise any income or other material Tax claim or liability, (ii) prepare or file any income or other material Tax Return (or any amendment thereof) unless such Tax Return shall have been prepared in a manner consistent with past practice, except as required to conform to changes in GAAPthe extent the Company reasonably believes such practice does not comply with applicable law, in which case and the Company shall give Buyer have provided Parent a copy thereof (together with supporting papers) at least ten Business Days prior notice thereof; orto the due date thereof for Parent to review and approve (such approval not to be unreasonably withheld or delayed) or (iii) surrender any right to claim a refund of any Taxes; (j) except in the Ordinary Course of Business, grant any severance or termination pay (other than pursuant to policies or agreements in effect as of the date hereof) or increase the benefits payable under its severance or termination pay policies or agreements in effect on the date hereof; (k) issue, sell or otherwise dispose of any capital stock or grant any option or warrant or other right to purchase or obtain any of its capital stock, other than issuances of Common Stock (i) upon the exercise of the Options and Warrants in accordance with their terms and (ii) upon conversion of the Preferred Stock in accordance with the Company's Charter; (l) make any capital investment in, any loan to, or any acquisition of the securities or assets constituting a business of, any other Person; (m) enter into any employment contract or consulting agreement or amend in any material respect the terms of any such existing contract or agreement; 44 (n) adopt or amend in any material respect any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any employee, other than as required by Legal Requirements or in the Ordinary Course of Business; (o) enter into any equipment lease involving annual payments in excess of $25,000; (p) mortgage, pledge or otherwise subject to a Lien any property or assets other than conditional sales or similar security interests granted in connection with the lease or purchase of equipment or supplies in the Ordinary Course of Business; (q) enter into any transaction or enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not in the Ordinary Course of Business; (r) enter into any Contractual Obligation that restrains, restricts, limits or impedes the ability of the Company to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (s) terminate, amend, restate, supplement or waive any rights under any (A) material Contractual Obligation, Lease, Personalty Lease or Intellectual Property License, other than in the Ordinary Course of Business or (B) material Permit; (t) settle or compromise any pending or threatened Action or any claim or claims for, or that would result in a loss of revenue of, an amount that could, individually or in the aggregate, reasonably be expected to be greater than $50,000; (u) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; (v) enter into any transaction or Contractual Obligation, whether in the Ordinary Course of Business or otherwise, that (i) is with a publishing company or (ii) involves a print publishing product, other than sales of web-based advertising inventory in the Ordinary Course of Business; and (w) enter into any Contractual Obligation to do any of the actions referred to in this Section 7.35.2. The Buyer Parent and Merger Sub shall respond with reasonable promptness to any and all requests by the Sellers Company for consent(s) for any Target the Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld5.2.

Operation of Business, Related Matters. From the date hereof and on and prior to until the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to Cratos shall conduct the Business in the Ordinary Course of BusinessBusiness and substantially as presently operated. From Without limiting the date hereof and on and prior to the Closing Date no Seller will sellforegoing, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyer. Except except as set forth in on Schedule 7.36.1 or as contemplated by this Agreement, from the date hereof and prior to until the Closing Date, the Company Cratos shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will shall not be unreasonably withheld, conditioned or delayed: (a) enter Enter into any transactions otherwise than on an arms' length basis with any Affiliate (other than as contemplated by this Agreement and transactions in the Ordinary Course of Business among the Target CompaniesBusiness); (b) Except as required by applicable Contractual Obligations or Legal Requirements or the terms of existing Company Plans (i) pay any compensation or provide any benefits to any current or former employee, officer, director, or independent contractor, other than in the Ordinary Course of Business or Business; (ii) increase any compensation of payable to or the benefits afforded any current or former director, independent contractor, officer or employee employee, other than such increases in compensation or benefits as may be made in the Ordinary Course of Business; or (iii) commit to do any of the foregoing; (c) incur Incur any Debt greater than $25,000 in the aggregate (including, without limitation, including any capital lease); (d) Prepay or repay in full any Debt owed pursuant to the Revolving Credit Agreement or terminate or breach the Revolving Credit Agreement; (e) Amend the Charter, Bylaws or Operating Agreement of Cratos or any Subsidiary; (f) (i) Make any material change in the Business or operations of Cratos or any Subsidiary, or (ii) hire or promote any management-level employee, independent contractor, or consultant; (g) Make any capital expenditure individually in excess of $25,000 with respect to the Business or enter into any Contractual Obligation therefor; (h) Authorize, declare or set aside any dividend payment or other distribution, payable in cash, Equity Securities, property or otherwise, with respect to any of its Equity Securities; (i) Create any Lien on any of the assets of the Business; (j) Except in the Ordinary Course of Business, (i) sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any of the assets of the Business or (ii) cancel any indebtedness owed to any Affiliate, in the case of both (i) and (ii) above, having, individually or in the aggregate, a value exceeding $25,000; (k) Enter into any agreements or contracts which would require payments of more than $25,000 over any period of twelve (12) months or enter into any agreement or contract of the type which, if in effect on the date hereof, would be required to be listed as a Cratos Contract on Schedule 4.7, except Contractual Obligations entered into in the Ordinary Course of Business; (dl) amend Change the Charter accounting methods, principles or By-laws practices used by Cratos or any Subsidiary, except where required by law or GAAP; (m) Cause Cratos or any Subsidiary to acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of any Target Company or sellthe assets of, lease or otherwise dispose of acquire any material assets (except (i) for sales or business of, any corporation, partnership, association or other dispositions of inventory business organization or excess equipment in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement)division thereof; (en) make Make or change any material Tax election, settle or compromise any claim, notice, audit report or assessment in respect of its Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, take any action not in accordance with past practice that would have the Business effect of deferring any Tax liability of Cratos or operations any Subsidiary from a taxable period ending on or before the Closing Date to any subsequent taxable period, enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or Closing agreement relating to any Tax of Cratos or any Subsidiary, surrender any right to claim a Tax refund of Cratos or any Subsidiary, or consent to any extension or waiver of the Target Companiesstatute of limitations period applicable to any Tax claim or assessment of Cratos or any Subsidiary; (fo) make any capital expenditure in excess of Issue, sell, pledge, encumber, authorize the amount budgeted therefor or issuance of, enter into any contract to issue, sell, pledge, encumber, or commitment therefor in excess authorize the issuance of, or otherwise permit to become outstanding any Equity Securities of budgeted amountsCratos or any Subsidiary, or permit the exercise of any option, warrant, or other right requiring the issuance of any Equity Securities by Cratos or any Subsidiary or any phantom rights thereon; (gp) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any securities convertible into any Equity Securities or any other interests of Cratos or any Subsidiary; (q) Authorize the issuance of any other securities in respect of or in substitution for the Equity Securities or other interests of Cratos or any Subsidiary; (r) Enter into or amend any employment, severance, change in control, retention, or other similar Contractual Obligation between Cratos or any Subsidiary, and any employee, independent contractor, officer or director of Cratos or any Subsidiary that Buyer does not have the unconditional right to terminate without liability (other than ordinary salary or wage compensation for services already provided), at any time on or after the Closing; (i) Adopt any new employee benefit plan, program, policy, or arrangement; (ii) make any dividend change in or other distribution or payment in respect to any existing employee benefit plans that would increase the annual cost of the capital stock of plan to Cratos or any Target Company (Subsidiary, other than any such change required by a Legal Requirement; or (iii) commit to a Target Company)do any of the foregoing; (ht) make Settle any Action involving any liability or asset of the Business for money damages exceeding $25,000 on an individual basis or imposing material change in any accounting methods, principals, procedures or practices, except as required to conform to changes in GAAP, in which case restrictions upon the Company shall give Buyer prior notice thereofoperations of the Business; or (iu) enter Enter into any Contractual Obligation to do any of the actions referred to in this Section 7.3. The Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3, and no requested consent shall be unreasonably withheld6.1.

Operation of Business, Related Matters. From the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Section 10.1 or the Closing Date, except as otherwise permitted or required by this Agreement, the Company will shall, and shall cause the Target Companies to its Subsidiaries to, (i) conduct the Business its business in the Ordinary Course of Business. From Business and (ii) use commercially reasonable efforts to (A) maintain and preserve substantially intact its business organization and the date hereof goodwill of those having business relationships with it; and on (B) retain the services of its current officers and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyerkey employees. Except as set forth in Schedule 7.36.2, from the date hereof and prior to the Closing Date, except as required by applicable Laws, the Company shall not, and shall cause the Target Companies its Subsidiaries not to, without the prior written consent of Buyer, the Parent (which consent will not be unreasonably withheld:, conditioned or delayed): (a) enter into incur any transactions otherwise than on Indebtedness or make any guarantees with respect to any Indebtedness, in either case except in an arms' length basis aggregate amount not to exceed $500,000 or make any loan or capital contribution to, or investment in, another Person (other than as contemplated by this Agreement and transactions in a Subsidiary of the Ordinary Course of Business among the Target CompaniesCompany); (b) pay sell, transfer, lease, license, mortgage, pledge or subject to any compensation Lien, other than in the Ordinary Course Permitted Liens, any of Business or increase any compensation of any officer or employee other than such increases in compensation as may be made in the Ordinary Course of Businessits material assets; (c) incur any Debt (including, without limitation, any capital lease) except in the Ordinary Course of Business; (d) amend the Charter or By-laws of any Target Company or sell, lease or otherwise dispose of any of its properties or assets that are material assets to its business (except (i) for sales or other dispositions of inventory or excess equipment than in the Ordinary Course of Business and Business); (iid) as may grant, issue, sell or otherwise be permitted by dispose of any capital stock or grant any option or warrant or other right to purchase or obtain any of its capital stock, other than issuances of Common Stock upon the terms exercise of this Agreement)Options or split, combine, subdivide or reclassify any shares of capital stock; (e) declare, set aside or pay any dividends on, or make any material change other distributions (whether in the Business cash, securities or operations of property) in respect of, any capital stock of the Target CompaniesCompany or its Subsidiaries or redeem, purchase or otherwise acquire any outstanding shares of, or any rights, warrants or options to acquire any shares of, capital stock of the Company or its Subsidiaries; (f) merge or consolidate with or into any other Person, dissolve or liquidate, make any capital expenditure acquisition of any business or entity or engage in excess any restructuring, recapitalization or other reorganization of the amount budgeted therefor Company or enter into any contract or commitment therefor in excess of budgeted amountsits Subsidiaries; (g) make materially amend, terminate (unless the counterparty is in default under the applicable Material Contract and such termination is permitted) or waive any dividend material term under any Material Contract or other distribution enter into any Contract that (i) would constitute a Material Contract or payment Lease or (ii) contains a change in respect of the capital stock control provision in favor of any Target Company (other than party thereto or would otherwise require a payment to a Target Company)or give rise to any rights of such other party in connection with the Transaction; (h) make any material change in any its material accounting methods, principals, procedures principles or practices, practices except as required to conform to changes in GAAP, in which case the Company shall give Buyer prior notice thereof; orby GAAP or change its fiscal or Tax year; (i) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish or amend any employment, bonus, incentive compensation, pension, retirement, severance, deferred compensation or other compensation or Benefit Plan for the benefit of any of its directors, employees or consultants, or accelerate the vesting of any Option, in each case other than: (i) as required pursuant to applicable Law or the terms of contracts in effect as of the date of this Agreement; and (ii) increases in base salaries and wages of non-senior management employees, or in connection with hiring of new non-senior management level employees, in each case in the Ordinary Course of Business (including ordinary course annual merit increases of base salary and the payment of annual bonuses, or as required by the terms and provisions of any Benefit Plan or written Contracts between the Company or any of its Subsidiaries and an employee thereof); (j) amend the Organizational Documents of the Company or any of its Subsidiaries; (k) make any capital expenditures in an amount not in excess of $250,000 individually or $500,000 in the aggregate; (l) enter into any Contractual Obligation collective bargaining agreement or forgive any loan made to an employee of the Company or such Subsidiary; (m) plan, announce, implement or effect 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 (other than routine employee terminations for cause in the ordinary course of business consistent with past practice and in compliance with applicable Law); (n) promote any employee who is an officer to a position more senior than such employee’s position as of the date of this Agreement, or promote a non-officer employee to an officer position; (o) commence an action, suit, arbitration or other proceeding, except: (i) for the routine collection of bills; (ii) where the Company or such Subsidiary determines in good faith that failure to commence take such action could result in the material impairment of a material right or asset of the Company or such Subsidiary; or (iii) in connection with an alleged breach of this Agreement; (p) make or change any Tax election, settle or compromise any Tax liability, agree to any extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes, prepare any Tax Returns in a manner which is inconsistent with the past practices of the Company or its Subsidiaries, as the case may be, with respect to the treatment of items on such Tax Returns, incur any Tax liability other than in the ordinary course of business, amend any material Tax Return, or file any claim for refund of Taxes, in each case with respect to the income, operations or property of the Company or its Subsidiaries; (q) pay, discharge, settle or compromise any pending or threatened action, suit, arbitration or other proceeding which (i) requires payment to or by the Company or any of its Subsidiaries (exclusive of attorney’s fees) in excess of $500,000 in the aggregate or (ii) imposes material restrictions on the operations of the Company or its Subsidiaries; and (r) enter into any contractual obligation to do any of the actions referred to in this Section 7.36.2. The Buyer Parent shall respond with reasonable promptness to any and all requests by the Sellers Company for consent(s) for any Target Company to take any of the actions specified in this Section 7.36.2, and no requested consent shall be unreasonably withheld, conditioned or delayed.

Operation of Business, Related Matters. From the date hereof and on and prior through the earlier of the date this Agreement is terminated pursuant to Section 11 or the Closing Date, except as otherwise permitted unless Buyer shall provide its prior written consent (which shall not be unreasonably withheld, conditioned or required by this Agreementdelayed), the Company will shall, Seller shall cause the Target Companies Company to and the Company and Seller shall cause each of the Company’s Subsidiaries to, conduct the Business in the Ordinary Course of Business (including the maintenance of sufficient levels of working capital in order to operate the Business in the Ordinary Course of Business. From , it being understood that the date hereof Company and on its Subsidiaries can distribute to the Seller or its Affiliates any and all cash at any time prior to the Closing Date no Seller will selland, pledge to the extent such distributions are included in the Closing Date Cash Distribution Amount, on the Closing Date and take such other actions as are expressly required or otherwise encumber his, her or its Shares, without permitted by the prior written consent terms of this Agreement) in a manner that complies with all applicable Legal Requirements and use commercially reasonable efforts to maintain the value of the BuyerBusiness as a going concern. 6.1.1. Except as otherwise set forth in on Schedule 7.36.1 or as otherwise expressly contemplated by this Agreement, from the date hereof and prior to the Closing Date, the Company shall not, and Seller shall cause the Target Companies Company to not toand the Company and Seller shall cause each of the Company’s Subsidiaries to not, without the prior written consent of Buyer, which will shall not be unreasonably withheld, conditioned or delayed: (a) enter into 6.1.1.1. increase in any transactions otherwise than on an arms' length basis (other than as contemplated by this Agreement and transactions in manner the Ordinary Course of Business among the Target Companies); (b) compensation or benefits of, or pay any compensation other than in bonuses to any director or executive officer of the Ordinary Course Company or any of Business its Subsidiaries except for increases or increase any compensation of any officer or employee other than such increases in compensation as may be made payments in the Ordinary Course of Business; 6.1.1.2. amend the Organizational Documents, as applicable, of the Company or its Subsidiaries; 6.1.1.3. (ca) incur sell or dispose of any Debt of its Assets, other than sales and dispositions in the Ordinary Course of Business or (includingb) purchase or lease (as lessee), without limitationor make any Contractual Obligation for the purchase or lease (as lessee) of, any capital lease) except Assets, other than the purchase of Assets, including inventory, or lease of Assets in the Ordinary Course of Business; 6.1.1.4. settle any Action in a manner that would either (da) amend restrict the Charter conduct of the Business in any material respect or By-laws (b) reasonably be expected to have a material adverse impact on the Company, its Subsidiaries or the Business; 6.1.1.5. enter into any Contractual Obligation (a) relating to (i) the purchase of any Target capital stock of or interest in any Person (other than in connection with the formation of any wholly-owned Subsidiaries of the Company), (ii) the purchase of all or substantially all of the assets of any Person or (iii) any merger, consolidation or other business combination or (b) of the types described in Section 4.12 (other than purchase orders or sales orders); 6.1.1.6. materially amend, modify, terminate or assign, or take any volitional action to intentionally default in any material respect under, any Contract, or otherwise waive, release or assign any material rights or benefits of the Company or any Subsidiaries of the Company under any Contract; 6.1.1.7. incur Liens, except for Permitted Liens; 6.1.1.8. make any capital expenditure (or series of related capital expenditures) in excess of $50,000 that is not contemplated by its capital expenditure budget; 6.1.1.9. issue, sell, lease grant or otherwise dispose of any Membership Interests or other equity securities of the Company or any of its Subsidiaries or grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Membership Interests or other equity securities of the Company or any of its Subsidiaries; 6.1.1.10. except as otherwise required by applicable Legal Requirement: cause any of the Company or any of its Subsidiaries to change any material assets Tax election; change any annual Tax accounting period; change any method of Tax accounting or reverse any accruals (except (i) for sales as required by a change in law or GAAP); file any material amended Tax Returns; sign or enter into any material closing agreement or settlement agreement; compromise any claim or assessment of material Tax liability; surrender any right to claim a material Tax refund, offset or other dispositions reduction in Tax liability; or consent to any extension or waiver of inventory the limitations period applicable to any material Tax claim or excess equipment assessment; 6.1.1.11. except as required to comply with applicable law or a Company Plan in effect on the date hereof or as required or contemplated by this Agreement, (a) pay to any employee, officer, director or independent contractor of the Company or any Subsidiary of the Company any material benefit not provided for under any Company Plan in effect on the date hereof, (b) grant any material awards under any Company Plan to any employee, officer, director or independent contractor of the Company or any Subsidiary of the Company, (c) take any action to accelerate the vesting or payment of any material compensation or benefit under any Company Plan with respect to any employee, officer, director or independent contractor of the Company or any Subsidiary of the Company, (d) adopt, enter into or amend, in any material respect, any Company Plan as such plan relates to any employee, officer, director or independent contractor of the Company or any Subsidiary of the Company (e) enter into Contracts with new employees except in the Ordinary Course of Business and (ii) as may otherwise be permitted by the terms of this Agreement); (e) make any material change in the Business or operations of any of the Target Companies; (f) make any capital expenditure in excess material determination under any Company Plan as such plan relates to any employee, officer, director or independent contractor of the amount budgeted therefor Company or enter into any contract or commitment therefor in excess Subsidiary of budgeted amountsthe Company that is inconsistent with the Ordinary Course of Business; 6.1.1.12. other than in the Ordinary Course of Business, (ga) make delay the satisfaction or discharge of any dividend accounts payable or other distribution trade payables or payment (b) accelerate the collection of any accounts receivable, in respect each case of the capital stock Company or any of any Target Company (other than to a Target Company); (h) make any material change in any accounting methods, principals, procedures or practices, except as required to conform to changes in GAAP, in which case the Company shall give Buyer prior notice thereofits Subsidiaries; or (i) 6.1.1.13. enter into any Contractual Obligation to do any of the actions referred to in this Section 7.36.1.1. 6.1.2. The Except as otherwise set forth on Schedule 6.1, as otherwise expressly contemplated by this Agreement, or as otherwise consented to by Buyer shall respond with reasonable promptness to any and all requests by the Sellers for consent(s) for any Target Company to take any of the actions specified in this Section 7.3writing, and no requested which consent shall not be unreasonably withheld, conditioned or delayed, from the date hereof and prior to the Closing Date, the Company shall, Seller shall cause the Company to and Seller and the Company shall cause each of the Company’s Subsidiaries to: 6.1.2.1. take commercially reasonable action consistent with the Ordinary Course of Business to reasonably maintain the Assets that are material, either individually or taken as a whole, in a customary state of repair and condition as is consistent with the Company’s past practice; 6.1.2.2. (a) timely file all material Tax Returns required to be filed by it (and all such Tax Returns shall be prepared in a manner consistent with past practice to the extent permitted by law), (b) timely pay all material Taxes due and payable; and (c) promptly notify Buyer of any receipt of written notification of the commencement of any material income, franchise or similar Tax claim, investigation or audit against or with respect to the Company or any of its Subsidiaries; and 6.1.2.3. take commercially reasonable action to maintain insurance coverage substantially similar in scope and amount to the policies of insurance of the Company taken as a whole.