Common use of Operation of Business Clause in Contracts

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.

Operation of Business. Until (a) During the Closingperiod from the date of this Agreement until the Closing Date, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order shall: (i) conduct the operations of the Bankruptcy Court, to operate the Business in the Ordinary Course ordinary course, consistent with past practice; (ii) maintain consistent with past practice the assets, properties, facilities and equipment of Business. Sellers shall the Business in good working order and condition as of the date hereof (excluding ordinary wear and tear); (iii) perform in all material respects all of its obligations under all agreements relating to or affecting the Business or the assets, liabilities, properties, equipment or rights thereof; (iv) use its commercially reasonable efforts to (A) preserve intact their respective business organizationsthe Business organization intact, (B) maintain retain the Business’s present employees, but in no event shall a Seller be required to increase compensation or benefits or extend bonuses and (C) keep available maintain the services of their respective officers relationships and employees, (D) maintain satisfactory relationships agreements with licensors, licensees, the Business’s suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection dealings with the operation of the Business and (E) pay Business, all of their post-petition obligations in the Ordinary Course of Business. Sellers also a manner consistent with past practices, but in no event shall continue a Seller be required to operate the websites that constitute the Purchased Assets extend any discounts or rebates or agree to any cost increases, in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior each case to the Closing Dateextent inconsistent with past practice; (v) continue in full force and effect all existing insurance policies (or comparable insurance) relating to the Business; and (vi) comply in all material respects with all Permits, Sellers may rules, laws and regulations applicable to the Business. (b) Prior to the Closing, a Seller shall not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (ci) sell, lease assign, transfer, lease, exchange or otherwise dispose ofof any portion of the Acquired Assets, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than except for sales of Inventory in the Ordinary Course ordinary course of Business); business consistent with past practice; provided, however, that nothing in this clause (di) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain shall prohibit the validity collection by a Seller of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation accounts receivable of the Business; (fii) incur or guarantee any indebtedness for borrowed money relating to the Business, except in the ordinary course of business consistent with past practice; (iii) grant any rights to severance benefits, “stay pay” or termination pay to any Business Employee, or increase the compensation or other benefits payable or potentially payable to, any Business Employee under any previously existing severance benefits, “stay-pay” or termination pay arrangements except for “stay pay” or termination pay to a Business Employee not to exceed US$10,000 in the aggregate; (iv) make any unusual capital expenditures or extraordinary efforts commitments therefor with respect to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in an amount in excess of US$20,000 in the Ordinary Course aggregate; (v) acquire any operating business, whether by merger, stock purchase, asset purchase or otherwise (except for any business that will not become part of Business and make any sales the Business); (vi) increase the current compensation or benefits of, or convey current level of payments to, or enter into any interest inemployment, compensation or deferred compensation agreement (or any accounts receivable or intercompany obligation, liability or Indebtedness amendment to any third partysuch existing agreement) with any Business Employees except in the ordinary course of business consistent with past practice; (gvii) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director materially amend the terms of any Seller (other than in the Ordinary Course of Business)existing Business Benefit Plan, incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personexcept as required by law; (hviii) make any materially change in their method of accountingthe accounting principles, methods or practices insofar as they relate to the Business, except in accordance with each case to conform to changes in GAAP; (iix) enter into any Contract contract, agreement, obligation or commitment relating to the Business, other than contracts, agreements, obligations or commitments entered into in the ordinary course of business consistent with past practice (provided, however, if Seller enters into any such contract, agreement, obligations or commitment that would survive require a Seller to make payments or incur costs or expenses in an amount more than $20,000, Seller shall provide Buyer a copy of such contract within three (3) Business Days after the Closing; anddate thereof); (jx) agree, whether create any Security Interests in any of the Acquired Assets; or (xi) agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until (a) Except as expressly permitted by the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order terms of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of from the Bankruptcy Court, on or prior to date hereof until the final Closing Date, Sellers may notwill conduct the business in the ordinary course in substantially the same manner as presently conducted and consistent with the past practices of Sellers, in accordance with all applicable city, state and federal laws, rules and regulations. In addition, except as expressly permitted by the terms of this Agreement, Sellers will not do any of the following prior to the final Closing Date without the prior written consent of Buyer: (ai) modify borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any liability (absolute or contingent), except in the ordinary course of business consistent with the past practices of Sellers; (ii) acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or in any manner other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, except in the compensation ordinary course of business consistent with the past practices of Sellers; (iii) make any sale, assignment, transfer, abandonment or other conveyance of, or in any way encumber, any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Acquired Assets; (biv) engage amend, modify, terminate, extend, renew, restate, breach or violate any new Employee other than in assigned contract, enter into material contract, commitment or agreement relating to the Ordinary Course of BusinessAcquired Assets or the Restaurant Entities, or enter into any contract or become subject to any liability not discharged by Sellers on or prior to each applicable Closing Date; (cv) sellpermit any of its insurance policies to be canceled or terminated, lease or otherwise dispose ofany of the coverage thereunder to lapse, mortgageunless simultaneously with such termination, hypothecate cancellation or otherwise encumber any Purchased Asset (other lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than in the Ordinary Course of Business)coverage under those canceled, terminated or lapsed for substantially similar premiums; (dvi) fail take any action that might reasonably be expected to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain interfere with the validity of Sellers’ rights in, to or under any Purchased Intellectual Propertytransactions contemplated by this Agreement; (evii) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business;remove any stock-in-trade; or (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (jviii) agree, whether in writing or otherwise, to do any of the foregoing. Except as specifically permitted hereby, Sellers shall not take any action prior to each Closing that would, or that would reasonably be expected to, result in any of the representations and warranties of Sellers set forth in this Agreement becoming untrue. (b) Sellers agrees that, between the date of this Agreement and each Closing Date, Sellers shall: (i) promptly advise Buyer of all developments relevant to the Acquired Assets and the transactions contemplated hereby, (ii) cooperate in permitting Buyer to make such investigation as it may reasonably request to verify the accuracy of the representations and warranties of Sellers herein; (iii) maintain and preserve intact its business organization so as to retain the present employees regularly assigned to such organization in order that they will be available to Buyer on and after each Closing Date, (iv) maintain existing relationships with suppliers, customers and others so that such relationships will be preserved for Buyer on and after each Closing Date, (v) promptly notify Buyer of any change as to the information contained in the Schedules attached to this Agreement or any change as to the accuracy of the representations and warranties of Sellers, (vi) advise Buyer promptly in writing of the commencement or threat of any litigation, administrative proceeding or investigation known to Sellers, and to which Sellers and/or Buyer are or may be made a party or which may affect Sellers, its products, Acquired Assets or business, and (vii) take such action as may reasonably be requested by Buyer to protect Buyer from liability for claims of creditors of Sellers not explicitly assumed by Bxxxx as contemplated hereby.

Operation of Business. Until During the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order period from the date of this Agreement and continuing until the earlier of the Bankruptcy Courttermination of the Agreement or the Effective Time, MegaSys agrees (except to the extent that Iveda shall otherwise consent in writing), to operate the Business carry on its business in the Ordinary Course of Business. Sellers shall usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, and, to the extent consistent with such business, use commercially all reasonable efforts consistent with past practices and policies to (A) preserve intact their respective its present business organizationsorganization, (B) maintain the Business, (C) keep available the services of their respective its present officers and employees, (D) maintain satisfactory key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships dealings with Sellers in connection with it, to the operation extent that its goodwill and ongoing businesses would be unimpaired at the Effective Time. MegaSys shall promptly notify Iveda of the Business and (E) pay all of their post-petition obligations any event or occurrence not in the Ordinary Course ordinary course of Businessbusiness of MegaSys. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) Except as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may MegaSys shall not, without the prior written consent of BuyerIveda: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (conduct its business other than in the Ordinary Course ordinary course or engage in any extraordinary transactions without Iveda’s prior written consent or sell, lease, license or otherwise dispose of Business any of its properties or such that assets except in the liability associated with such modification is excluded from the Assumed Liabilities)ordinary course of business; (b) engage materially increase or agree to increase the annual level of compensation payable or to become payable to any new Employee employee, officer, supervisor, director or consultant, or grant any unusual or extraordinary bonuses, benefits or other than forms of direct or indirect compensation to any employee, officer, director or consultant, except in the Ordinary Course of Businessamounts in keeping with past practices by formula or otherwise; (c) sellincrease, lease terminate, amend, establish, adopt or otherwise dispose ofmodify any plan, mortgagetrust, hypothecate fund, policy or otherwise encumber arrangement for the benefit of any Purchased Asset (other than in the Ordinary Course of Business)employees, officer or director; (d) fail to declare or pay any required filingdividends on or make any other distributions in respect of its capital stock, processing purchase, redeem or other feeotherwise acquire, and use commercially reasonable efforts directly or indirectly, any of its securities, or otherwise cause its assets to maintain be distributed to any of its shareholders except by way of compensation to employees who are also shareholders within the validity of Sellers’ rights in, to or under any Purchased Intellectual Propertylimitations set forth above; (e) fail to use commercially reasonable efforts to maintain all Permits borrow any funds, under existing lines of Sellerscredit or otherwise, including those used in except as reasonably necessary for the ordinary operation of the Businessits business in a manner, and in amounts, in keeping with historical practices, or guarantee any indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities or guarantee any debt securities of others; (f) make issue any unusual equity securities or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtednessrights, other than pursuant to agreements or obligations existing as of the usual discounts given by date hereof; issue, deliver or sell or authorize or propose the Business in the Ordinary Course of Business and make any sales issuance, delivery or sale of, or convey any interest inpurchase or propose the purchase of, any accounts receivable shares of its capital stock or intercompany obligationsecurities convertible into shares of its capital stock, liability or Indebtedness subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any third partycharacter obligating it to issue any such shares or other convertible securities, other than pursuant to agreements or obligations existing as of the date hereof; (g) engage in enter into or continue any transaction existing discussions with any Affiliateother party to sell all or substantially all of its assets to such party, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur to merge or assume any long term or short term debt combine with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personparty; (h) make accelerate, amend or change the period of exercisability or the vesting schedule of restricted stock granted under any change employee stock plan or agreements or authorize cash payments in their method exchange for any options granted under any of accounting, such plans except as specifically required by the terms of such plans or any related agreements or any such agreements in accordance with GAAPeffect as of the date of this Agreement and disclosed in the MegaSys Disclosure Schedule; (i) enter into split, combine or reclassify any Contract that would survive of its capital stock or issue or authorize the Closing; andissuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of such party; (j) agreeacquire or agree to acquire by merging or consolidating with, whether or by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to acquire any assets; (i) except as set forth on the MegaSys Disclosure Schedule, grant any additional severance or termination pay to, or enter into any employment or severance agreements with, officers, (ii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any non-officer employee, or (iii) enter into any collective bargaining agreement; (l) revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable; (m) amend or propose to amend its articles of incorporation or bylaws; (n) incur or commit to incur any capital expenditures in excess of $20,000 in the aggregate or in excess of $10,000 as to any individual matter; (o) lease, license, sell, transfer or encumber or permit to be encumbered any asset, MegaSys Proprietary Right or other property associated with the business of MegaSys (including sales or transfers to Affiliates of MegaSys); (p) enter into any lease or contract for the purchase or sale of any property, real or personal except in the ordinary course of business; (q) fail to maintain its equipment and other assets in good working condition and repair according to the standards it has maintained up to the date of this Agreement, subject only to ordinary wear and tear; (r) amend or terminate any material contract, agreement or license to which it is a party except in the ordinary course of business; (s) loan any amount to any person or entity, or guaranty or act as a surety for any obligation; (t) waive or release any material right or claim, except in the ordinary course of business; (u) make or change any Tax or accounting election, change any annual accounting period, adopt or change any accounting method, file any amended Return, enter into any closing agreement, settle any Tax claim or assessment relating to MegaSys, surrender any right to claim refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to MegaSys, or take any other action or omit to take any action that would have the effect of increasing the Tax liability of MegaSys or Iveda; (v) take any action or fail to take any action that could result in a Material Adverse Effect on MegaSys; (w) enter into any agreement outside of the ordinary course of business in which the obligation of MegaSys exceeds $5,000 or shall not terminate or be subject to termination for convenience within 30 days following execution; (x) enter into any agreement (including without limitation any material licenses to information or databases, any OEM agreements, any exclusive agreements of any kind, or any agreements providing for obligations that would extend beyond 180 days of the date of this Agreement) not in the ordinary course of business; (y) continue or begin any discussions or negotiations regarding any international expansion, licensing, joint ventures, partnership or other arrangements, plans or other similar commitments or understandings, other than as contemplated by this Agreement; or (z) take, or agree in writing or otherwiseotherwise to take, to do any of the foregoingactions described in this Section 4.2, or any action which is reasonably likely to make any of MegaSys’ representations or warranties contained in this Agreement untrue or incorrect in any material respect on the date made (to the extent so limited) or as of the Effective Time.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) remove or permit to be removed from any building, facility, or real property any Purchased Asset (other than in the Ordinary Course of Business); (d) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (de) amend, terminate or renew any Purchased Contract, once identified as such by Buyer in writing to Sellers; (f) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (eg) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (fh) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (gi) other than transactions pursuant to agreements or arrangements in effect on the Petition Date as set forth on Schedule 8.6(i), engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (hj) make any change in their method of accounting, except in accordance with GAAP; (ik) enter into any Contract that would survive the Closing; (l) return inventory with an aggregate value of more than $25,000 to any single vendor; and (jm) agree, whether in writing or otherwise, to do any of the foregoing.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; andand the foregoing. (j) agree, whether in writing or otherwise, to do any of the foregoing.ARTICLE IX

Operation of Business. Until Except as contemplated by this Agreement, with the Closing, Sellers shall use commercially reasonable efforts, except prior written consent of Buyer or as otherwise required, authorized or restricted pursuant to an Order described on Section 7.04 of the Bankruptcy CourtDisclosure Schedules, during the period from the date hereof through the Closing or termination of this Agreement, the Company shall, and Sellers will cause the Company and each of its Subsidiaries to operate the Business (a) conduct its operations in the Ordinary Course of Business. Sellers shall ; (b) maintain in full force and effect the insurance policies heretofore maintained by the Company and its Subsidiaries (or policies providing substantially the same coverage); (c) take such commercially reasonable action as may be necessary to preserve the material assets of the Company and its Subsidiaries in good condition, normal wear and tear excepted; (d) promptly advise Buyer in writing of any loss or threatened loss of a material vendor or customer or any other material adverse change in the business or assets of the Company and its Subsidiaries that has occurred; (e) use commercially reasonable business efforts to preserve the business of the Company and its Subsidiaries substantially intact, and to preserve for Buyer the existing goodwill of vendors, customers, landlords, creditors and others having business relations with the Company and its Subsidiaries; (Af) preserve intact their respective comply with all material Laws applicable to the conduct of the business organizations, of the Company and its Subsidiaries; (Bg) maintain the Business, (C) use commercially reasonable business efforts to keep available the services of their respective the current officers and employees, employees of the Company and its Subsidiaries; (Dh) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection comply with the operation material terms of all contracts and agreements to which the Business Company or any Subsidiary is a party; and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) not modify or amend any Employee Benefit Plan (except as otherwise expressly provided in or contemplated may be directed by this AgreementBuyer), or (ii) requiredincrease the base salary or compensation of any officer, authorized employee, director or restricted pursuant manager. For the avoidance of doubt, nothing herein shall prevent the Company from making tax distributions prior to an Order the Closing of all amounts that may be necessary to reimburse the Sellers from any and all Tax liabilities they may incur as a result of Taxes that arise from the business and operations of the Bankruptcy Court, Company for the Pre-Closing Tax Period; provided that the Company shall not make a change in method of accounting for a taxable period ending on or prior to the Closing DateTime, Sellers may not, without the prior written consent of Buyer: (aincluding any adjustment under § 481(c) modify in any manner the compensation of any of the EmployeesCode (or any corresponding provision of state, local or accelerate foreign Law) and provided further that Buyer shall have the payment opportunity to review calculations of such distributions and provide meaningful comment prior to any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoingdistributions being made.

Operation of Business. Until Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, Sellers the Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate conduct the Business in the Ordinary Course of Business. Sellers shall Business and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use commercially reasonable efforts its Reasonable Best Efforts to (A) preserve intact their respective business organizations, (B) maintain the Business's current business organization, (C) keep the Business's physical assets in good working condition, keep available the services of their respective the Business's current officers and employees, (D) maintain satisfactory employees and preserve the Business's relationships with licensors, licenseescustomers, suppliers, contractors, distributors, consultants, customers and others having business relationships dealings with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingit. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateClosing, Sellers may the Seller shall not, without the prior written consent of the Buyer: (a) modify (except for normal increases in the Ordinary Course of Business) increase in any manner the compensation of any of the Employeesor fringe benefits of, or accelerate materially modify the payment of employment terms of, any such compensation (Business Employee, or pay any bonus or other than benefit to any Business Employee, except for normal increases in the Ordinary Course of Business or and changes to the terms and conditions of employment of such that the liability associated with such modification is excluded from the Assumed Liabilities)persons based on performance, merit, and suitability for advancement; (b) engage acquire, sell, lease, license, or dispose of any new Employee assets or property used primarily in the Business, other than purchases and sales of inventory in the Ordinary Course of Business; (c) sellmortgage or pledge any of the property or assets used primarily in the Business or subject any such property or assets to any Encumbrance, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business)Permitted Encumbrances; (d) fail enter into, amend, terminate, take, or omit to pay take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required filing, processing to be listed in Section 2.11 or other fee, and use commercially reasonable efforts to maintain Section 2.13 of the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyDisclosure Schedule; (e) take any action or fail to use commercially reasonable efforts take any action permitted by this Agreement with the knowledge that such action or failure to maintain all Permits of Sellers, including those used take action would result in the operation (i) any of the Business;representations and warranties of the Seller set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; or (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except Except as otherwise required, authorized set forth in Schedule 5.2 or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers Schedule 3.13 or as may be required in connection with the operation other provisions of this Agreement or any of the Business documents or instruments contemplated to be entered into to consummate the transactions contemplated hereby (the “Transaction Documents”), until the Closing or the termination of this Agreement, Seller shall cause the Companies to (x) own and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Company Assets in the Ordinary Course ordinary course consistent with past practices, subject to the terms and conditions of Business until Closingthis Agreement, (y) not engage in any business other than the Company Businesses and (z) keep and maintain (in all material respects) accurate books, records and accounts in the ordinary course and consistent with past practices. Without Except as set forth in Schedule 5.2 or Schedule 3.13 or as may be required in connection with the other provisions of this Agreement or any of the Transaction Documents, without limiting the generality of the foregoingpreceding, and except (i) as otherwise expressly provided in from the Execution Date until the Closing or contemplated by the termination of this Agreement, or (ii) requiredSeller shall, authorized or restricted pursuant to an Order of and/or shall cause the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of BuyerCompanies to: (a) modify in not lease, transfer, sell, hypothecate, encumber (including grant or create any manner the compensation preferential right) or otherwise dispose of any Company Assets, except for (i) sales and dispositions of Hydrocarbons in the ordinary course of business consistent with past practices, (ii) reductions or forfeitures of interest due to non-consent elections made in the ordinary course of business, interests earned by non-consent parties after non-consent payouts, and other interests subject to earnout, back-in interests, net profits interests or similar contingent payout or interests provisions in Material Contracts in effect on the Execution Date, or (iii) assignment of the Employees, or accelerate Excluded Assets pursuant to the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Excluded Assets Assignment; (b) engage not prematurely terminate, materially amend (or waive any new Employee other than in the Ordinary Course of Businessrights), execute or extend any Material Contracts; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than use its commercially reasonable efforts to maintain insurance coverage on the Company Assets set forth on Schedule 3.17 in the Ordinary Course amounts and of Business)the types set forth on Schedule 3.17 or, upon renewal thereof, in similar amounts and types to the extent then available on commercially reasonable terms and prices; (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use its commercially reasonable efforts to maintain all Permits which have been maintained by Seller or any Company as of Sellersthe Execution Date (if any) in effect that are necessary or required for the ownership of the Company Assets; (e) maintain all bonds, letters of credit, guarantees and other financial assurance, including those used required by BSEE, in each case, to the extent maintained by Seller or any Company as of the Execution Date (if any) and required to own and/or operate the Company Assets in the operation of the Businessordinary course consistent with past practices; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make with respect to those matters described on Schedule 3.6, not institute, waive, compromise or settle any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness claim with respect to any third partyCompany or any Company Assets where the amount at issue is Five Hundred Thousand Dollars ($500,000) or greater on an eight-eighths (8/8ths) basis; (g) engage in except for operations undertaken to perpetuate any transaction Company Assets, not propose any operation with any Affiliaterespect to the Company Assets, subsidiary, shareholder, officer or director the cost of any Seller which exceeds Five Hundred Thousand Dollars (other than in the Ordinary Course of Business$500,000), incur or assume any long term or short term debt with or on behalf of any such Person or guaranteean eight-eighths (8/8ths) basis, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personwithout first obtaining Purchaser’s written consent; (h) make forward any change AFE or similar request from a third party with respect to the Company Assets to Purchaser as soon as is reasonably practicable, and thereafter consult with Purchaser regarding whether or not the applicable Company should elect to participate in their method of accountingsuch operation, except provided that in accordance with GAAPno event shall Seller be required to elect to cause the applicable Company to participate in any operation or to unreasonably delay making an election in respect thereof; (i) enter into not (i) propose to abandon any Contract Company Well, or (ii) agree to abandon any Company Well without first consulting with Purchaser; (j) keep Purchaser reasonably apprised of any drilling, re-drilling, completion or other material field operations proposed or conducted with respect to any Company Assets; (k) (i) forward to Purchaser any production information and lease operating statements received by Seller or the Companies after the Execution Date from any third party that can be forwarded to the extent not requiring Seller or any Company to incur any Damages or break confidence with any applicable Person (provided that Seller shall use commercially reasonable efforts to request and obtain any consents or waivers necessary for Purchaser to access such information, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages), and (ii) without incurring any Damages or cost, use its commercially reasonable efforts to seek all production information reasonably requested by Purchaser for Seller to seek from a third party operator that Seller has the right to obtain from such third party operator and provide such information to Purchaser upon receipt; (l) notify Purchaser if any Company Lease terminates promptly upon learning of such termination; (m) to the extent that the applicable Governmental Authority does not request Seller or the applicable Company to not disclose such matter, advise Purchaser of any material notices from any Governmental Authority with respect to idle iron obligations or directives or financial assurance obligations to the extent pertaining to the Company Assets; (n) promptly notify Purchaser of any proposed unitization, communitization and/or similar arrangements and/or applications or any well proposals of which Seller or any Company becomes aware, and Seller and such Company will not protest such proposed unitization, communitization and/or similar arrangement and/or application without Purchaser’s prior written consent; (o) other than as provided in (i) above, not agree to participate in any operations with respect to the Company Assets for which Purchaser would survive be responsible after Closing, other than transactions in the Closingnormal, usual and customary manner, of a nature and in an amount not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate, consistent with past practices employed by such Person with respect to the Company Assets; (p) not take, nor permit any of its Affiliates (or authorize any investment banker, financial advisor, attorney, accountant or other Person retained by, acting for or on behalf of Seller, any Company or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage or negotiate any offer or inquiry from any Person concerning the direct or indirect acquisition of Seller, a Company or the Company Assets by any Person other than Purchaser or its Affiliates; and (jq) agree, whether in writing or otherwise, not commit to do any act prohibited by the foregoing clauses of this Section 5.2. Requests for approval or consent of any action restricted by this Section 5.2 shall be delivered to the following individual, who shall promptly respond to such request, and who shall not unreasonably withhold, condition, or delay the granting of such request (except with respect to clause (a) or (p) of this Section 5.2 or to the extent related to these clauses, clause (q) of this Section 5.2), and who shall have full authority to grant or deny such requests for approval or consent on behalf of Purchaser: Talos Production Inc. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxx Phone: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxxxxx.xxx Notwithstanding the foregoing provisions of this Section 5.2, in the event of an emergency, Seller or the applicable Company may take such action as reasonably necessary in response to such emergency and shall notify Purchaser of such action reasonably promptly thereafter. Purchaser acknowledges that the Companies own undivided interests in the respective Company Assets, and that neither the Companies nor Seller operates any of the foregoingCompany Assets, and that certain contracts or arrangements listed on Schedule 5.2, and/or with respect to clause (x), (y), (z), (c), (f), (h), (i)(i), (j), (n) or (o) (and to the extent related to these clauses, clause (q)) of this Section 5.2, certain Material Contracts, exist that may prevent Seller’s or the Companies’ performance of certain of the covenants set forth in this Section 5.2, and Purchaser agrees that the acts or omissions of third Persons shall not constitute a violation of the provisions of this Section 5.2, nor shall any action required by a vote of working interest owners constitute such a violation so long as the applicable Companies have voted their respective interests in a manner consistent with this Section 5.2.

Operation of Business. Until (i) During the period from the Execution Date until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Sellers Seller shall (i) use commercially its reasonable efforts, except as otherwise required, authorized or restricted pursuant best efforts to an Order of maintain the Bankruptcy Court, to operate Acquired Assets and conduct the Business in all material respects in the Ordinary Course of Business. Sellers shall , including meeting all post-petition obligations relating to the Business as they become due, (ii) use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) and maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its relationships with any customers, suppliers, unions, partners in any joint ventures, lessors, licensors, licensees, suppliers, contractors, distributors, consultantsagents, customers officers, and others having employees and other Persons with which they have significant business relationships with Sellers material to the Business; provided that nothing herein shall prevent Seller from commencing or defending any Action against or by any such Person in connection with the operation claims of such Person in the Bankruptcy Case; (iii) use reasonable best efforts to preserve and maintain the Acquired Assets, including furnishings and equipment, ordinary wear and tear excepted; (iv) maintain the books and records of the Business and (E) pay Company in all of their post-petition obligations material respects in the Ordinary Course of Business. Sellers also shall continue ; (v) comply in all material respects with all applicable Laws (including Environmental Laws); (vi) not enter into any business, arrangement or otherwise take any action that would reasonably be expected to operate have a material adverse impact on the websites that constitute ability of Seller or Buyer to obtain any approvals of any Governmental Authority for this Agreement and the Purchased Assets transactions contemplated hereby; and (vii) maintain a normal amount of Inventory, in each case, except (x) as may be required by applicable Law, (y) with the Ordinary Course prior written consent of Business until Closing. Buyer, or (z) as set forth in Section 7(b)(i) of the Seller Disclosure Schedule. (ii) Without limiting the generality of the foregoing, and except in no event shall Seller (iA) as otherwise expressly provided in other than Permitted Encumbrances, create, incur, assume or contemplated by this Agreement, suffer to exist any Lien upon the Acquired Assets; (B) cause to increase or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of accelerate any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities; (C) sell, lease (as lessor); (b) engage , transfer or otherwise dispose of, any new Employee other than in of the Acquired Assets outside of the Ordinary Course of Business; ; (cD) sellassume or reject or amend, lease restate, supplement, modify, waive or otherwise dispose ofterminate any material Contract, mortgage, hypothecate Material Permit or otherwise encumber unexpired Lease or enter into any Purchased Asset settlement of any claim that (other than in 1) is outside the Ordinary Course of Business); , (d2) fail delays the Closing, (3) relates to pay a material Contract or (4) subjects Seller to any required filing, processing material non‑compete or other fee, and use commercially reasonable efforts to maintain similar material restriction on the validity conduct of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the its Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive be binding following the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.;

Operation of Business. Until ComBanc and Commercial Bank each covenant to FDEF that, throughout the Closing, Sellers shall use commercially reasonable effortsperiod from the date of this Agreement to and including the Closing (as defined in Section 9.01), except as otherwise required, authorized expressly contemplated or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated permitted by this Agreement, Agreement or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written extent that FDEF shall otherwise consent of Buyerin writing which consent shall not be unreasonably withheld or delayed: (a) modify ComBanc and Commercial Bank will conduct their respective businesses only in the ordinary and usual course consistent with past practice, and neither ComBanc nor Commercial Bank shall take any manner the compensation action that would be inconsistent with any representation or warranty of ComBanc or Commercial Bank set forth in this Agreement or which would cause a breach of any such representation or warranty if made at or immediately following such action, except as may be required by applicable law or regulation. (b) Except as provided for by this Agreement or as otherwise approved expressly in writing by FDEF, neither ComBanc nor Commercial Bank will: (i) sell, transfer, mortgage, pledge or subject to any lien or otherwise encumber any of the Employeesassets of ComBanc or Commercial Bank, tangible or intangible, which are material, individually or in the aggregate, to ComBanc or Commercial Bank except for securitization activities in the ordinary course of business; (ii) make any capital expenditure or capital additions or improvements which individually exceed $10,000 or in the aggregate exceed $25,000; (iii) become bound by, enter into, or accelerate perform any material contract, commitment or transaction that would be reasonably likely to (A) have a material adverse effect on ComBanc or Commercial Bank, (B) impair in any material respect the ability of ComBanc or Commercial Bank to perform its obligations under this Agreement or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement; (iv) declare, pay or set aside for payment any dividends or make any distributions on ComBanc shares; (v) purchase, redeem, retire or otherwise acquire any ComBanc Shares; (vi) issue any ComBanc Shares or grant any option or right to acquire any of its capital shares; (vii) amend or propose to amend any of the governing documents of ComBanc or Commercial Bank; (viii) reorganize or acquire all or any portion of the assets, business, deposits or properties of any such compensation (other entity other than in the Ordinary Course ordinary and usual course of Business business consistent with past practice (A) by way of foreclosures or such that the liability associated with such modification is excluded from the Assumed Liabilities)(B) by acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith; (bix) engage enter into, establish, adopt or amend any new pension, retirement, stock option, stock purchase, savings, profit-sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any Director, Officer or Employee of ComBanc or Commercial Bank, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other than compensation or benefits payable thereunder; provided, however, that ComBanc or Commercial Bank may take such actions in order to satisfy either applicable law or contractual obligations, including those arising under its benefit plans, existing as of the date hereof and disclosed in the Ordinary Course ComBanc Disclosure Schedule, or regular annual renewals of Businessinsurance contracts; (cx) sellannounce or pay any general wage or salary increase or bonus, lease or otherwise dispose ofenter into or amend or renew any employment, mortgageconsulting, hypothecate severance or otherwise encumber similar agreements or arrangements with any Purchased Asset Officer, Director or Employee of ComBanc or Commercial Bank, except, in each case, (other than i) as set forth in Section 5.01(x) of the ComBanc Disclosure Schedule, (ii) for changes that are required by applicable law or (iii) to satisfy contractual obligations existing as of the date hereof that are disclosed in the Ordinary Course of Business)ComBanc Disclosure Schedule; (dxi) fail borrow or agree to pay borrow any required filingfunds, processing including but not limited to repurchase transactions, or other fee, and use commercially reasonable efforts indirectly guarantee or agree to maintain the validity guarantee any obligations of Sellers’ rights in, to or under any Purchased Intellectual Propertyothers; (exii) fail to use commercially reasonable efforts to maintain all Permits of Sellersimplement or adopt any change in its accounting principles, including those used in the operation of the Business; (f) make any unusual practices or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtednessmethods, other than the usual discounts given as may be required by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (ixiii) make or change any Tax election or Tax accounting method, file any amended Tax Return, settle any Tax claim or assessment or consent to the extension or waiver of any statute of limitations with respect to Taxes; (xiv) originate or issue a commitment to originate any loan or note in a principal amount of $100,000 or more or on an aggregate basis to one borrower of $250,000 or more, or modify, renew, or release any collateral on any existing loan the outstanding balance of which, including principal, interest and fees, is $100,000 or more; (xv) establish any new lending programs or make any changes in its policies concerning which persons may approve loans; (xvi) enter into any Contract that would survive the Closing; andsecurities transactions or purchase or otherwise acquire any investment security other than U.S. Government and U.S. agency obligations; (jxvii) agreeincrease or decrease the rate of interest paid on time deposits or certificates of deposits, whether except in writing a manner and pursuant to policies consistent with past practices in relation to rates prevailing in Commercial Bank's market; (xviii) foreclose upon or otherwiseotherwise take title to or possession or control of any real property without first obtaining a Phase I Environmental Report thereon which indicates that the property is free of pollutants, contaminants or hazardous or toxic waste materials including asbestos and petroleum products; provided, however, that Commercial Bank shall not be required to do obtain such a report with respect to single-family, non-agriculture residential property of one acre or less to be foreclosed upon unless it has reason to believe such property may contain any of the foregoing.such pollutants, contaminants, waste materials including asbestos or petroleum products;

Operation of Business. Until Except as contemplated by this Agreement or as set forth in the ClosingSchedules, Sellers shall use commercially reasonable effortsduring the period from the date of this Agreement to the Effective Time, except as otherwise required(a) Seller will conduct its operations according to its ordinary course of business and consistent with past practice, authorized (b) Seller will not enter into any transaction other than in the ordinary course of business and consistent with past practice, (c) Seller will deliver to LifeQuest on or restricted pursuant to an Order before the 15th day of the Bankruptcy Court, to operate each month true and correct unaudited monthly balance sheets and statements of income for the Business for the immediately preceding month, and (d) to the extent consistent with the foregoing, using best efforts and with no less diligence and effort than would be applied in the Ordinary Course absence of Business. Sellers shall use commercially reasonable efforts this Agreement, Seller will seek to (A) preserve intact their respective its current business organizations, (B) maintain the Business, (C) keep available the services of their respective its current officers and employees, (D) maintain satisfactory consultants and preserve its relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having business relationships dealings with Sellers in connection it with the operation objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time; provided that nothing in this Agreement shall be deemed to limit the right of Seller to declare and pay dividends in cash to its shareholders (including the declaration of dividends to its shareholders payable after the Effective Time) so long as no such declaration or payment shall result in a breach of the Business and (E) pay all warranty set forth in Section 4.23. For purposes of their post-petition obligations in this Agreement any such permitted declaration of cash dividends payable after the Ordinary Course Effective Time shall be treated as a liability of Business. Sellers also Seller which shall continue be assumed by the Surviving Corporation pursuant to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until ClosingArticle 2. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided permitted in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateEffective Time, Sellers may Seller will not, without the prior written consent of BuyerLifeQuest: (a) modify except for Seller Stock issued upon exercise of options outstanding as of the date hereof, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other Encumbrance of (i) any additional shares of its capital stock of any class (including the Seller Stock), or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock, or (ii) any other securities in respect of, in lieu of or in substitution for Seller Stock outstanding on the date hereof; (b) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any manner of its outstanding securities (including the Seller Stock); (i) grant any increases in the compensation of any of the Employeesits directors, officers or key employees, (ii) pay or agree to pay any pension, retirement allowance or other employee benefit hereof to any such director, officer or key employee, whether past or present, (iii) enter into any new, or accelerate the payment of amend any existing, employment agreement with any such compensation director, officer or key employee, (other than in the Ordinary Course of Business iv) enter into any new, or amend any existing, severance agreement with any such that the liability associated director, officer or key employee, or (v) except as may be required to comply with such modification is excluded from the Assumed Liabilities); (b) engage applicable law, amend any existing, or become obligated under any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business)employee benefit plan; (d) fail to pay any required filingadopt a plan of complete or partial liquidation, processing dissolution, merger, consolidation, restructuring, recapitalization or other fee, and use commercially reasonable efforts to maintain reorganization of Seller (other than the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyMerger); (e) fail to use commercially reasonable efforts to maintain all Permits make any acquisition, by means of Sellersmerger, including those used consolidation or otherwise, of (i) any direct or indirect ownership interest in the or assets comprising any business enterprise or operation or (ii) any other assets in excess of the Business$10,000; (f) make adopt any unusual amendments to its Certificate of Incorporation or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyBylaws; (g) engage in incur any transaction with any Affiliate, subsidiary, shareholder, officer long-term indebtedness for borrowed money or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of guarantee any such Person indebtedness or guaranteemake any loans, endorse advances or otherwise be liable capital contributions to, or responsible (whether directlyinvestments in, indirectly, contingently or otherwise) for the obligations of any such other Person; (h) make amend any change in their method of accounting, except in accordance with GAAPContract; (i) enter into or amend or assume any Contract that would survive mortgage, pledge, conditional sale or other title retention agreement, lien, encumbrance or charge of any kind upon any of the Closing; andAssets, or selling, leasing, abandoning or otherwise disposing of any of the Assets, including, but not limited to, real property, machinery, equipment or other operating properties; (j) agreeincreasing the compensation of any officer or employee of Seller associated with the Business; (k) engage in the conduct of any business the nature of which is different then the business Seller is currently engaged in; (l) enter into or assume any oral or written agreement providing for acceleration of payment or performance or other consequence as a result of a change of control of Seller or its Subsidiaries; (x) xxxept for purchases of inventory pursuant to existing contracts or arrangements, whether enter into or assume any oral or written contract, arrangement or understanding requiring the purchase of equipment, materials, supplies or services for the expenditure of greater than $10,000; (n) incur any liabilities other than in writing the ordinary course of business; (o) hire any employee; or (p) authorize or otherwiseannounce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Operation of Business. Until From the Closing, Sellers shall use commercially reasonable effortsdate hereof until the Closing Date, except as otherwise requiredcontemplated by this Agreement, authorized or restricted pursuant to an Order as set forth in Section 8.1(b) of the Bankruptcy CourtDisclosure Schedule or as required by Law, to operate or unless Buyer shall otherwise agree in writing, Seller shall conduct the Business only in the Ordinary Course of Business. Sellers ordinary course, consistent with past practice, and shall use commercially reasonable efforts to (Ai) preserve intact their respective business organizationsthe Contemplated Business in all material respects, (Bii) maintain in full force and effect its existing policies of insurance with respect to the Business, and (Ciii) keep available cause the services of their respective officers Contemplated Business to preserve its present relationships with, and employeesto maintain the goodwill of, (D) maintain satisfactory relationships with licensors, licenseesthe Transferred Employees, suppliers, contractorscustomers, distributors, consultants, customers lessors and others having other persons that have significant business relationships with Sellers in connection relations with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Contemplated Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise unless this Agreement expressly provided in permits or contemplated by this Agreementrequires otherwise, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may Seller will not, without the prior written consent of Buyer:Buyer (which consent will not be unreasonably withheld or delayed): (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (ci) sell, lease transfer or otherwise dispose ofof any material assets of the Contemplated Business, mortgageexcept for dispositions and consumption of inventory, hypothecate or otherwise encumber any Purchased Asset (consumption of supplies and other than personal property in the Ordinary Course ordinary course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellersbusiness consistent with past practice, including those used in the operation installation of concentrate delivery systems for new customers utilizing assets and inventory of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (iii) enter into any Contract that that, if entered into prior to the date of this Agreement, would survive be required to be listed as a Material Contract in Section 4.11 of the Closing; andDisclosure Schedule, other than customer and vendor orders entered into in the ordinary course of business of the Business consistent with past practice; (jiii) agreemake or authorize any capital expenditures in the aggregate in excess of [*], whether other than in writing the ordinary course of business or otherwise, in connection with the transfer of assets to do a contract manufacturing organization; (iv) incur any material obligation or Liability relating to the Purchased Assets or the operation of the foregoing.Business except in the ordinary course of business consistent with past practice; (v) fail to pay or satisfy by its due date for payment (or within the normal payment terms consistent with historical practice) or performance any obligation or Liability arising from the operation of the Business, other than liabilities being contested in good faith and for which adequate reserves have been provided; (vi) with respect to any Business Employees, except for changes that are made in the ordinary course of business and consistent with past practice, (x) adopt, enter into, terminate, amend, extend or renew any employment, severance, retention, change of control,

Operation of Business. Until Except: (i) for the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order matters set forth in Section 5(a) of the Bankruptcy CourtSeller Disclosure Letter; (ii) as required by applicable Law or under any COVID-19 Measures; (iii) as expressly contemplated by this Agreement or the Real Estate Purchase Agreement; (iv) with respect to any matter that does not relate to the Business, the Acquired Assets, the Acquired Interests or the OpCo Assumed Liabilities or (v) with the prior written consent (not to operate be unreasonably withheld, delayed or conditioned) of (A) OpCo Purchaser to the Business extent related to the OpCo Acquired Assets or to the OpCo Assumed Liabilities or (B) PropCo Purchaser to the extent related to the Transferred Real Estate Assets, from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller shall, and shall cause its Subsidiaries (including the Ordinary Course of Business. Equity Sellers shall and the Real Estate Sellers) to, (A) use commercially reasonable efforts to cause the Business to be conducted in the ordinary course of business in all material respects (A) preserve intact their respective business organizationsincluding maintaining the minimum cash balance required under applicable Gaming Laws), (B) use commercially reasonable efforts to maintain and preserve intact their business organizations, properties and other assets (including the BusinessIntegrated Resort and the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian), business relationships (C) including relationships with customers, clients, vendors, suppliers and MSG Las Vegas, LLC and MSG Entertainment Group, LLC in connection with the MSG Sphere Lease), performance under the Material Contracts, the effectiveness of the Material Permits and to keep available the services of their respective officers and key employees, (DC) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights inGaming Licenses and Liquor Licenses under which the Business currently operates in good standing and to comply with applicable Law, (D) use commercially reasonable efforts to or under any Purchased Intellectual Property; make capital expenditures (ex) fail in accordance with the Capital Budget and (y) with respect to the time periods following the fiscal year ending December 31, 2021, consistent with past practice, (E) use commercially reasonable efforts to keep in full force and effect the Insurance Policies with substantially the same terms as existing on the date hereof, and (F) use commercially reasonable efforts to maintain all Permits the financial accounting methods, principles and practices of Sellersthe Business (including with respect to its cash management practices and policies, including those used practices and procedures relating to collection and accruals of accounts receivable and payment of accounts payable, and the establishment of reserves), except for any changes made in the operation ordinary course of business. Notwithstanding the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment foregoing provisions of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Businessthis Section 5(a), incur (A) the Seller and its Affiliates (including the Equity Sellers and the Real Estate Sellers) will not be required to take any action prohibited by Section 5(b) in order to satisfy the Seller’s or assume any long term its Affiliates’ (including the Equity Sellers and the Real Estate Sellers) obligations under this Section 5(a), (B) the Seller and its Affiliates (including the Equity Sellers and the Real Estate Sellers) shall not be deemed to have failed to satisfy its obligations under this Section 5(a) to the extent such failure resulted, directly or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently from the Seller’s or otherwiseand its Affiliates (including the Equity Sellers and the Real Estate Sellers) for the obligations of respective failure to take any such Person; action prohibited by Section 5(b) and (hC) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing no action or otherwise, to do inaction taken by Seller or any of the foregoingits Affiliates with respect to matters addressed by Section 5(b) shall be deemed to be a breach of this Section 5(a) unless such action or inaction would constitute a breach of Section 5(b).

Operation of Business. Until (a) From the Closingdate of this Agreement through the Closing Date, Sellers Seller shall use commercially reasonable effortsefforts to preserve the business operations, except as otherwise requiredincluding to maintain the level of customer accounts, authorized or restricted of the Branch Offices existing on the date hereof, to preserve the goodwill of its customers and others doing business at the Branch Offices and to cooperate with and assist Purchaser in assuring the orderly transition of such business from Seller to Purchaser pursuant to an Order this Agreement. (b) From the date of this Agreement through the Bankruptcy CourtClosing Date, Seller will not, and will not cause or allow the Branch Offices to, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business without the consent of Purchaser, including, without limitation, the following: (1) take any action which would or would reasonably be expected to operate have a Material Adverse Effect with respect to the Business Branch Offices, the Transferred Assets or Assumed Liabilities or Seller’s ability to consummate the transactions contemplated by this Agreement; (2) except in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (Bi) maintain sell, transfer, lease, pledge, mortgage, or otherwise encumber or agree to sell, transfer, lease, pledge, mortgage or otherwise encumber, any of the BusinessTransferred Assets or the Assumed Liabilities or rights with respect thereto, or (Cii) keep available cancel, waive, compromise or agree to cancel, waive or compromise any debts, claims or rights with respect to the services Transferred Assets or Assumed Liabilities; (3) make or permit any amendment, termination, lapse of, or waiver or consent to, any Assumed Contract, lease, agreement, consent, license or Permit with respect to the Branch Offices; (4) make any change in any method of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the management or operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets Branch Offices not in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoingor any accounting change, and except (i) as otherwise expressly provided in may be required by GAAP or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer:generally applicable regulatory requirements; (a5) modify except as contained in Schedule 3.18, grant any manner increase in the compensation of its Employees (including any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), except for periodic increases in the Ordinary Course of Business made pursuant to established compensation policies applied on a basis consistent with that of the prior year, other than increases and payments necessary, in the employer’s reasonable discretion, to maintain and preserve the operation of the Branch Offices; (6) except for the Inter-Bank Transfer, cause the Branch Offices to transfer to Seller’s other operations any deposits other than deposits securing any loans, except in the Ordinary Course of Business at the unsolicited request of depositors, or cause any of Seller’s other operations or customers to transfer to the EmployeesBranch Offices any deposits or loans, except in the Ordinary Course of Business at the unsolicited request of depositors or accelerate loan customers, as applicable; (7) make any change to its customary policies for setting rates on deposits offered at the payment of Branch Offices, including any increase in interest rates paid unless (and only to the extent that) Seller has effected such compensation a rate increase in its other branch offices and such changes generally do not exceed the generally prevailing rates for similar deposits at similarly situated financial institutions in the respective market areas served by the Branch Offices and which further do not exceed interest rates allowed to be paid by depository institutions which are deemed undercapitalized pursuant to 12 C.F.R.§337.6; (8) enter into any other transaction or conduct its affairs, in either case related to the Transferred Assets or Assumed Liabilities, other than in the Ordinary Course of Business or such that the liability associated and consistent with such modification is excluded from the Assumed Liabilities);prudent banking practices except as contemplated by this Agreement; or (b9) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, commit to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and understanding, arrangement or agreement (jwritten or unwritten) agree, whether in writing or otherwise, to do any of the foregoing. (c) From the date of this Agreement through the Closing Date, Seller shall not fail to follow Seller’s normal and customary practices and procedures regarding loan pricing, loan risk rating, underwriting and recognition of charge-offs in a manner consistent with past practice.

Operation of Business. Until (a) Except (i) as contemplated by this Agreement, (ii) as required by applicable law or by any agreement in effect on the Closingdate hereof, Sellers (iii) as set forth on Schedule 4.3(a) attached hereto, or (iv) as consented to by Buyer (which consent shall use commercially reasonable effortsnot be unreasonably withheld, except as otherwise requiredconditioned or delayed), authorized during the period from the date of this Agreement until the earlier of the Closing Date or restricted the termination of this Agreement pursuant to an Order of the Bankruptcy CourtArticle VII, to operate the Business in the Ordinary Course of Business. Sellers PKI shall, and shall cause each Asset Seller and each Acquired Company to, use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain conduct the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation operations of the Business and (E) pay all of their post-petition obligations in the ordinary course consistent in all material respects with past practice (“Ordinary Course of Business”). Prior to the Closing, the Sellers also shall continue exercise, consistent with the terms and conditions of this Agreement, complete control over the Business and nothing contained in this Agreement shall give Buyer directly or indirectly the right to operate control or direct the websites that constitute operations of the Purchased Assets in Business prior to the Ordinary Course of Business until Closing. Without limiting Notwithstanding anything to the generality contrary in this Section 4.3, each Asset Seller and each Acquired Company shall be permitted to (i) accept capital contributions and loans from PKI or any of its subsidiaries and (ii) use any and all cash, cash equivalents and other short term liquid investments of the foregoingBusiness to pay dividends or make distributions, repay loans or other payments to PKI or any of its subsidiaries. Buyer agrees that prior to the Closing, each Acquired Company shall be permitted to use any and all cash, cash equivalents and short-term liquid investments to pay dividends or make distributions, repay loans or make other payments to its stockholders, which dividends, distributions, repayments or other payments shall not be a breach of any representation, warranty, covenant or other agreement of PKI contained in this Agreement. (b) Notwithstanding anything else to the contrary, except (i) as otherwise expressly provided in contemplated, required or contemplated permitted by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such as required by applicable law, (iii) as set forth in Section 4.3(b) of the Disclosure Schedule, or (iv) as consented to in writing by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), during the period between the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Article VII, none of the Asset Sellers or the Acquired Companies and, to the extent related to the Business, PKI will: (i) (A) transfer any Business Employee out of the Asset Sellers or the Acquired Companies or transfer any employee of Seller or any of its subsidiaries (other than the Asset Sellers or the Acquired Companies) into the Asset Sellers or the Acquired Companies or (B) take any actions that would result in any employee of PKI or any of its subsidiaries who is not a Business Employee as of the liability associated with such modification is excluded from the Assumed Liabilities)date hereof to become a Business Employee; (bii) engage hire or promote any new Business Employee or any individual who would constitute a Business Employee immediately following such hiring or promotion, in each case, who would be entitled to receive annual target cash compensation of $150,000 or more; or (iii) terminate, other than in for cause, the Ordinary Course employment or engagement of Business;any Business Employee whose annual target cash compensation is $150,000 or more. (c) sellNotwithstanding anything to the contrary contained in this Agreement, lease except (i) as set forth on Schedule 4.3(c) or otherwise dispose of(ii) as consented to in writing by Buyer (which consent may not be unreasonably withheld, mortgageconditioned or delayed), hypothecate during the period between the date of this Agreement until the earlier of the Closing Date or otherwise encumber the termination of this Agreement pursuant to Article VII, PKI will not amend in any Purchased Asset respect, terminate or cancel (other than by virtue of expiration in the Ordinary Course of Business); (daccordance with its terms) fail or permit any controlled Affiliate to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage amend in any transaction with any Affiliaterespect, subsidiary, shareholder, officer terminate or director of any Seller cancel (other than in by virtue of the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except expiration in accordance with GAAP; its terms), or waive (ior permit any controlled Affiliate to waive) enter into any right or accelerate (or permit any controlled Affiliate to accelerate) any obligation under any Transferred Contract that would survive (excluding, for purposes of this Section 4.3(c) only, the Closing; and (j) agreeLease Agreement, whether in writing or otherwisedated November 30, to do any of 2001, by and between SCP 2001 PE LLC and PerkinElmer, Inc. for the foregoingSanta Xxxxx facility).

Operation of Business. Until (a) During the Closingperiod from the date of this Agreement until the Closing Date, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order each of the Bankruptcy Court, to operate Sellers shall: (i) conduct the operations of the Business in the Ordinary Course ordinary course, consistent with past practices; (ii) maintain the assets, properties, facilities and equipment of the Business in good working order and condition as of the date hereof (excluding ordinary wear and tear) and maintain the goodwill of the Business. Sellers shall ; (iii) perform in all material respects all of its obligations under all agreements relating to or affecting the Business or the assets, liabilities, properties, equipment or rights thereof; (iv) use commercially reasonable efforts to preserve the Business organization intact; retain the Business’s present employees and maintain the relationships and agreements with the Business’s suppliers, distributors and customers, all in a manner consistent with past practices; (Av) preserve intact their respective business organizationscontinue in full force and effect all existing insurance policies (or comparable insurance) relating to the Business in accordance with past practices; and (vi) comply in all material respects with all Permits, rules, laws and regulations applicable to the Business. (Bb) maintain Except as set forth in Schedule 4.2(b), prior to the Closing, with respect to the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation none of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may notshall, without the prior written consent of Buyer:the Buyer (which consent shall not be unreasonably withheld or delayed): (ai) modify in any manner the compensation sell, assign, transfer, lease, exchange or dispose of any portion of the EmployeesAcquired Assets, or accelerate the payment except for sales of any such compensation (other than inventory in the Ordinary Course ordinary course of Business or such that the liability associated business consistent with such modification is excluded from the Assumed Liabilities)past practice; (bii) engage grant any new rights to severance benefits, “stay pay” or termination pay to any Business Employee, or increase the compensation or other benefits payable or potentially payable to, any Business Employee other than in the Ordinary Course of Businessunder any previously existing severance benefits, “stay-pay” or termination pay arrangements; (ciii) sellmake any capital expenditures or commitments therefor with respect to the Business in an amount in excess of $10,000 in the aggregate; (iv) acquire any operating business, lease whether by merger, stock purchase, asset purchase or otherwise dispose of, mortgage, hypothecate or otherwise encumber (except for any Purchased Asset (other than in business that will not become part of the Ordinary Course of Business); (dv) fail increase the current compensation or benefits of, or current level of payments to, or enter into any employment, compensation or deferred compensation agreement (or any amendment to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under such existing agreement) with any Purchased Intellectual PropertyBusiness Employees; (evi) fail to use commercially reasonable efforts to maintain all Permits materially amend the terms of Sellersany existing Business Benefit Plan, including those used in the operation of the Businessexcept as required by law; (fvii) make any unusual materially change the accounting principles, methods or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accountingpractices, except in accordance with each case to conform to changes in UK GAAP; (iviii) enter into (A) any Contract that would survive contract, agreement, obligation or commitment, except in the Closingordinary course of business consistent with past practice, or (B) any distribution agreement; andor (jix) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until Except (a) for the Closingconsummation of the Transactions, Sellers shall use commercially reasonable efforts, except or (b) as set forth on Schedule 5.02 of the Company Disclosure Schedules or as otherwise requiredexpressly contemplated by this Agreement, authorized the Contribution and Distribution Agreement, the Asset Purchase Documents or restricted pursuant to an Order any other Ancillary Document, during the period from the date hereof and continuing until the earlier of the Bankruptcy Courttermination of this Agreement or the Closing Date, to operate the Business Company shall conduct its business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts The Company agrees to (A) preserve intact their respective business organizationspay debts and Taxes when due unless subject to good faith dispute, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) to pay all of their post-petition or perform other obligations in the Ordinary Course of Business. Sellers also shall continue Business subject to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closinggood faith disputes over whether payment or performance is owing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreementfor the consummation of the Transactions, or (ii) required, authorized or restricted pursuant to an Order as set forth in Schedule 5.02 of the Bankruptcy CourtCompany Disclosure Schedules or (iii) to the extent consented to by the Buyer, on or prior to from the date hereof until the Closing Date, Sellers may the Company shall not, without and the prior written consent Seller shall not cause the Company to, do any of Buyerthe following: (ai) modify in adopt or propose any manner change to the compensation of any of Company Articles or the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Company’s bylaws; (bii) engage merge or consolidate with any new Employee other than Person or acquire all or substantially all of the stock or assets of any other Person or effect any business combination, recapitalization or similar transaction; (iii) sell, lease, license or otherwise dispose of any material amount of assets, securities or property except (A) pursuant to existing Contracts or commitments or (B) in the Ordinary Course of Business; (civ) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business except in the Ordinary Course of Business and make (including, without limitation, distributions for tax liabilities of the stockholders) declare, set aside or pay any sales of, dividend or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness other distribution with respect to any third partythe capital stock of the Company; (gv) engage in create or incur any transaction with Encumbrance on any Affiliate, subsidiary, shareholder, officer or director of any Seller (material asset other than (A) in the Ordinary Course of Business)Business or (B) Permitted Encumbrances; (vi) make any material loan, incur advance or assume capital contribution to or investment in any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (hvii) make change any method of accounting or accounting principles or practice, except for any such change required by reason of a concurrent change in their method of accounting, except in accordance with GAAP;; or (iviii) enter into any Contract that would survive the Closing; and (j) agree, whether in writing agree or otherwise, commit to do any of the foregoing.

Operation of Business. Until (a) Except as contemplated by this Agreement, the Transferor Disclosure Letter or any of the Ancillary Documents, as may be necessary to carry out any of the transactions contemplated by this Agreement or the Ancillary Agreements, as may be necessary to facilitate compliance with the requirements of any of the Assigned Contracts, or as consented to by the Acquirer, which consent shall not be unreasonably withheld, or as otherwise required by applicable Law, prior to the Closing, Sellers the Transferor shall use commercially reasonable effortsnot: (i) sell, lease, license, sublicense, encumber or dispose of any Acquired Assets, except in the ordinary course of business consistent with past practices; (ii) enter into any agreement or commitment or engage in any transaction which is not in the Ordinary Course of Business, other than agreements or commitments entered into in connection with the wind-down of the business and operations of the Transferor in a manner that does not materially and adversely alter the value of the Acquired Assets; (iii) take any action to waive or compromise any material claims (whether or not asserted in any pending litigation) which are included in the Acquired Assets; or (iv) agree in writing or otherwise to take any of the foregoing actions. (b) Except as contemplated by this Agreement, the Transferor Disclosure Letter or any of the Ancillary Documents, as may be necessary to carry out any of the transactions contemplated by this Agreement or the Ancillary Agreements, as may be necessary to facilitate compliance with the requirements of any of the Assigned Contracts, or as consented to by the Acquirer, which consent shall not be unreasonably withheld, or as otherwise requiredrequired by applicable Law, authorized or restricted pursuant prior to an Order the Closing, the Transferor shall, conduct its operations in the Ordinary Course of Business, and shall: (i) report periodically to Acquirer concerning the status of its business, operations and finances; (ii) engage in no material involuntary terminations of management personnel without prior consultation with Acquirer; (iii) use reasonable commercial efforts to maintain the Acquired Assets in a state of repair and condition that is consistent with the requirements and normal conduct of the Bankruptcy CourtBusiness; (iv) use reasonable commercial efforts to keep in full force and effect, without amendment, all material rights relating to the Acquired Assets; (v) comply materially with all Laws applicable to the operations of the Business; (vi) cooperate with Acquirer and assist Acquirer in identifying the permits and governmental authorization required by Acquirer to operate the Business from and after the Closing Date and either transferring existing permits and governmental authorities of Transferor to Acquirer, where permissible, or obtaining new permits and governmental authorizations for Acquirer; and (vii) maintain all books and records of Transferor relating to the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.

Operation of Business. Until Except as set forth on Schedule 7.6, until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of Seller (a) will cause the Bankruptcy Court, Acquired Companies to operate the Business their business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizationsordinary course consistent with past practices as a reasonably prudent operator, (Bb) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may will not, without the prior written consent of Buyer: (a) modify in Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, cause the Acquired Companies to commit to any manner the compensation of any of the Employeesoperation, or accelerate series of related operations, reasonably anticipated by Seller to require future capital expenditures by the payment Acquired Companies in excess of $200,000.00, or make any such compensation (other than capital expenditures in the Ordinary Course excess of Business $200,000.00, or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage voluntarily terminate, materially amend or extend any new Employee other than in the Ordinary Course of Business; Material Contract, (c) will (or will cause the Acquired Companies to) maintain the insurance coverage, if any, presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (d) will cause the Acquired Companies to maintain and comply with all material Governmental Authorizations, including the Tariff, (e) will cause the Acquired Companies not to transfer, sell, lease hypothecate, encumber or otherwise dispose of, mortgage, hypothecate of any material Pipeline Assets except for sales and dispositions of Hydrocarbons and obsolete or otherwise encumber any Purchased Asset (other than worn out equipment made in the Ordinary Course ordinary course of Business); (d) fail to pay any required filingbusiness consistent with past practices, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make will promptly give Purchaser notice of any unusual written notice claiming any default or extraordinary efforts to collect any outstanding accounts receivable violation received or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by Seller under any Contract or Law affecting the Business in Acquired Companies or the Ordinary Course of Business Pipeline Assets, taken as a whole, that would reasonably be expected to be material to the Pipeline Assets and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller will not (other than in and will cause the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwiseAcquired Companies not to) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, commit to do any of the foregoing. Purchaser’s approval of any action restricted by this Section 7.6 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s written notice) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary in writing during that period. In the event of an emergency, Seller may take such action as a prudent operator would take and shall notify Purchaser of such action promptly thereafter.

Operation of Business. Until Except as contemplated by this Agreement and to the extent not inconsistent with the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of United States Trustee (the "OIRR"), or any orders entered by the Bankruptcy Court in the Seller's Chapter 11 Case, during the period from the date of this Agreement to the Closing, Sellers the Seller shall use commercially reasonable effortsconduct its operations in compliance with applicable laws and regulations in all material respects, except and to the extent consistent therewith so as otherwise required, authorized or restricted pursuant to an Order preserve the current value and integrity of the Bankruptcy CourtAcquired Assets, to operate pay all post‑petition taxes as they become due and payable, maintain insurance on the Business Acquired Assets (in the Ordinary Course of Business. Sellers shall amounts and types consistent with past practice), and use its commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having business relationships dealings with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingit. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing, the Seller shall not, but subject to the requirements of the Bankruptcy Code, Bankruptcy Rules, the OIRR, and any orders entered by the Bankruptcy Court in the Seller's Chapter 11 Case, and except (i) as otherwise expressly provided in or contemplated by this Agreement, Agreement or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, as set forth on or prior to the Closing Date, Sellers may notSchedule 4.4, without the prior written consent of the Buyer: (ai) modify in any manner the compensation of any of the Employeesacquire, sell, lease, or accelerate the payment of license any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee Acquired Assets other than in the Ordinary Course of Business; (cj) sellpay any pre-petition liability other than liabilities with respect to wages, lease Taxes and other related expenses which are approved for payment by the Bankruptcy Court; (k) encumber, convey, mortgage or otherwise dispose ofpledge any of the Acquired Assets or subject any Acquired Assets to any Security Interest; {27506716;8} ActiveUS 118074924v.10 (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in any of the representations and warranties of the Seller set forth in this Agreement becoming untrue in any material respect; (m) enter into any amendment or modification to any Assigned Contract; (n) enter into any new contract or agreement with any customer or vendor other than customer agreements in the Ordinary Course of Business, mortgageeach of which includes a consent from each counterparty to the assumption by Seller and assignment to Buyer of such contract or agreement; (o) change its xxxxxxxx, hypothecate collection, or otherwise encumber disbursement practices with respect to work in progress or accounts receivable related to Assigned Contracts or accounts payable that would result in Assumed Liabilities, including (i) accelerating or encouraging the acceleration of performance of services, billing, collection, payment or other realization of cash or Excluded Assets with respect to any Purchased Asset of such work in progress or accounts receivable; (ii) delaying the billing of work in progress; or (iii) accelerating performance of services or delaying payment of liabilities that would become Assumed Liabilities; (p) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (q) enter into, amend, modify, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any material rights under, any Assigned Contract; (r) enter into, adopt or amend any Employee Benefit Plan with respect to any Employee; (s) institute or settle any Legal Proceeding related to the Acquired Assets; (t) operate other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (ju) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions set forth in clauses (a) through (l) of this Section 4.4.

Operation of Business. Until (a) From the Closing, Sellers Execution Date until the Closing each Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant operate its business with respect to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without ordinary course, and, without limiting the generality of the foregoingpreceding, and except shall: (i) as not transfer, sell, hypothecate, encumber or otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation dispose of any of the EmployeesAssets, except for (A) sales and dispositions of Hydrocarbons in the ordinary course of business and (B) sales and dispositions of equipment and materials that are surplus, obsolete or accelerate replaced; (ii) not terminate, materially amend, execute or extend any Contracts, other than the payment execution or extension of a contract for the sale or exchange of Hydrocarbons terminable on ninety (90) days or shorter notice; (iii) with respect to any such compensation Oil and Gas Properties operated by each Seller, produce Hydrocarbons from those Oil and Gas Properties utilizing prudent oilfield practices as if Seller were going to continue to own the Assets after the Closing Date and without regard to the existence of this Agreement, subject to the terms of the applicable Leases and Contracts, applicable Laws and requirements of Governmental Authorities and interruptions resulting from force majeure, mechanical breakdown and planned maintenance; (iv) not approve any individual authorization for expenditure or similar request or invoice for funding or participation under any Contract (other than those described on Schedule 4.13) which are reasonably estimated to require expenditures in the Ordinary Course excess of Business or such that the liability associated with such modification is excluded from the Assumed LiabilitiesTwo Hundred Fifty Thousand Dollars ($250,000); (bv) engage use good faith efforts to keep Purchaser reasonably apprised of any new Employee other than in drilling, re-drilling or completion operations proposed or conducted by any Seller with respect to the Ordinary Course of BusinessAssets; (cvi) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than maintain insurance coverage on the Assets in the Ordinary Course amounts and of Business);the types described on Schedule 4.15; and (dvii) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits material governmental permits and approvals affecting the Assets. (b) Purchaser’s approval of any action restricted by Section 6.3(a) shall not be unreasonably withheld or delayed and shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Sellers’ notice) of Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the contrary during that period. Notwithstanding the foregoing provisions of this Section 6.3, in the event of an emergency, Sellers may take such action as reasonably necessary and shall notify Purchaser of such action promptly thereafter. (c) The Parties acknowledge that Opco shall be deemed during the period from the Execution Date until the Closing Date to be operating the Assets solely in its capacity as contract operator on behalf and for the account of the Purchaser. Notwithstanding anything herein to the contrary or otherwise expanding any obligations which Seller may have to Purchaser, the Sellers shall not, individually or in the aggregate, have any liability, obligation or responsibility to Purchaser or any other Person for any claims, damages, liabilities, losses, costs and expenses, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts claims, liabilities, losses, costs and expenses attributable to collect any outstanding accounts receivable or intercompany obligationpersonal injury, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales ofdeath, or convey property damage, relating to, attributable to or resulting from any interest in, breach of any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of covenant of any Seller (other than set forth in Section 6.3(a)(iii) through Section 6.3(a)(vii) except to the Ordinary Course extent any such claims, damages, liabilities, losses, costs and expenses, including claims, liabilities, losses, costs and expenses attributable to personal injury, death, or property damage, are the direct result of Business), incur the gross negligence or assume any long term or short term debt with or on behalf willful misconduct of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoingSeller.

Operation of Business. Until Except as contemplated by this Agreement, during the Closingperiod from the date of this Agreement until the Closing Date, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order each of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain conduct the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation operations of the Business and (E) pay all of their post-petition obligations in the Ordinary Course ordinary course and to preserve intact its relationships with the Business Employees and the customers and suppliers of the Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateClosing, none of the Sellers may notshall, without the prior written consent of the Buyer: (a) modify in sell, assign or transfer any manner the compensation of any portion of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Acquired Assets; (b) engage incur or guarantee any new Employee other than in indebtedness for borrowed money relating exclusively or primarily to the Ordinary Course of BusinessBusiness that would constitute an Assumed Liability or impose a Security Interest on the Acquired Assets; (c) sellgrant any rights to severance benefits, lease “stay pay” or otherwise dispose oftermination pay to any Business Employee or increase the compensation or other benefits payable or potentially payable to any Business Employee under any previously existing severance benefits, mortgage“stay-pay” or termination pay arrangements; (d) make any capital expenditures or commitments therefor relating exclusively or primarily to the Business; (e) acquire any operating business, hypothecate whether by merger, stock purchase or otherwise encumber asset purchase (except for any Purchased Asset (other than in such business which will not become part of the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make enter into any unusual employment, compensation or extraordinary efforts to collect deferred compensation agreement (or any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness amendment to any third partysuch existing agreement) with any Business Employee except as required by law; (g) engage in enter into any transaction contract or agreement relating exclusively or primarily to the Business outside the ordinary course of business, consistent with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personpast practice; (h) make enter into any change in their method of accounting, except in accordance with GAAPcontract or agreement relating to any Customer Offering; (i) enter into make any Contract that would survive election, file any Tax Return or give any consent under the ClosingCode or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any such consent or compromise or settle any claim for past or present Tax due; andor (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until the Closing, (i) Sellers shall use commercially reasonable efforts, except continue to act as otherwise required, authorized or restricted owners of the Company and shall operate the Company in compliance with the Cannabis Laws pursuant to an Order of the Bankruptcy CourtCompany’s Permits and contractual arrangements, and Sellers shall be responsible for all compliance obligations thereunder through Closing. Sellers will not cause or permit the Company to operate the Business engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly agreed between Buyer and Sellers in writing, Sellers (A) will maintain each Company’s corporate existence in accordance with all Applicable Laws; (B) will cause each Company to preserve and maintain all of its Permits; (C) will not appoint or elect any additional directors, officers or managers of any Company, except as provided in this Agreement, or otherwise amend or violate any of a Company’s organizational documents (including by any board action to effect the same); (D) will not cause any Company to incur any Liability or Lien on the assets of the Company; (E) will cooperate in good faith with Buyer Parties with respect to the closing of the Purchase; and (F) Sellers shall (and shall cause the Company to) use commercially reasonable efforts to preserve the goodwill and organization of its businesses and the relationships with its customers, suppliers, employees and other business relations. Sellers shall not (and shall cause the Company not to), without Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), take or omit to take any action that would have required disclosure pursuant to Section 3(c)(vi) if such action had been taken after January 1, 2020 and prior to the date hereof or would otherwise result in a breach of the representations and warranties in Section 3(c)(xxiv) with respect to the Company in this Agreement. (ii) Buyer Parties shall operate in compliance with the Cannabis Laws. Buyer will not cause or permit Buyer to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business, except as expressly contemplated by this Agreement, as required by Applicable Law, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the with Sellers’ prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). Without limiting the generality of Buyer: the foregoing, except as otherwise agreed between Buyer Parties and Sellers in writing, Buyer Parties (aA) modify will maintain the Buyer Parties’ corporate existence in any manner the compensation accordance with all Applicable Laws; (B) will cause Buyer Parties to preserve and maintain all of its Permits; (C) will not violate any of the EmployeesBuyer Parties’ organizational documents (including by any board action to effect the same), or accelerate and (D) will not permit the payment incurrence of any such compensation (other than in Lien on the Ordinary Course assets of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoingBuyer.

Operation of Business. Until (a) Except as contemplated hereby or as consented to in writing by the ClosingPurchaser, Sellers between the date hereof and the Final Closing Date, and thereafter for so long as the Purchaser, together with its Affiliates, or any Permitted Transferee, beneficially owns Threshold Securities, the Company shall, and shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order cause each of the Bankruptcy CourtSubsidiaries to: (i) in all material respects carry on their respective businesses in, to operate and not enter into any material transaction other than in accordance with, the Business in the Ordinary Course of Business. Sellers shall regular and ordinary course (including related Internet ventures), (ii) use their commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (Ciii) keep available the services of their respective officers and employees, and (Div) maintain satisfactory preserve their relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having material business relationships dealings with Sellers in connection with the operation of the Business them, and (Ev) pay maintain, in all of their post-petition obligations material respects, its assets and properties and keep its books in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets accordance with present practices in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities);a condition suitable for its current use. (b) engage Between the date hereof and the Final Closing Date, and thereafter for so long as the Purchaser, together with its Affiliates, or any new Employee other than Permitted Transferee, beneficially owns Threshold Securities, except as provided for herein, or contemplated hereby, and except as consented to or approved by the Purchaser, the Company shall not, and shall not permit any of the Subsidiaries to, take any action that would reasonably be expected to cause any of the representations and warranties made by the Company in the Ordinary Course this Agreement not to remain true and correct as if made at and as of Business;each Closing Date. (c) sellNotwithstanding Section 5.2, lease the Company and Purchaser shall cooperate and take all actions reasonably necessary to appoint, within ten Business Days from the date hereof, as Chief Executive Officer the person selected by the Purchaser and reasonably satisfactory to the Company, on terms and conditions mutually satisfactory to the Company and the Purchaser. The Company shall not, and shall not permit any of its Subsidiaries to, directly or otherwise dispose indirectly, without the approval of the Purchaser, terminate the employment of, mortgage, hypothecate amend the employment terms or otherwise encumber any Purchased Asset (other than in reduce the Ordinary Course responsibility or authority of Business);the Chief Executive Officer. (d) fail to pay any required filing, processing or other fee, and The Company shall use commercially its reasonable best efforts to maintain enter into employment agreements (with incentive compensation plans) with the validity key employees who are of Sellers’ rights in, to vice president level or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in above identified on the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given employment term sheet provided by the Business Purchaser to Xxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx on or about the date hereof, on the terms and conditions set forth in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long such term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoingsheet.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except Except (i) as set forth in Section 5.1 of the Disclosure Schedules and the other matters identified therein, (ii) as otherwise expressly provided in or contemplated by this Agreement, or (iiiii) requiredas otherwise consented to by Buyers, authorized such consent not to be unreasonably withheld, conditioned or restricted pursuant to an Order of delayed, from the Bankruptcy Court, on or prior to Execution Date until the Closing DateClosing, Sellers may not, without the prior written consent of Buyershall: (a) modify afford to Buyers and their agents, advisors and representatives reasonable access to the Assets, Sellers’ personnel, documents and books and records relating to the Assets and shall furnish such information about the Assets as Buyers shall reasonably request, all upon reasonable notice to Sellers and in a maimer that does not interfere in any manner the compensation of any material respect with normal operations of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Sellers; (b) engage Except in the ordinary course of the Business consistent with past practice and except as expressly contemplated by this Agreement or the Environmental Agreement, not sell or dispose of any new Employee of the Assets or grant any Lien, other than in Permitted Liens, with respect to any of the Ordinary Course of BusinessAssets; (c) sellsubject to Section 3.5(a), lease not amend, modify or terminate any Material Contract, or otherwise dispose ofwaive, mortgagerelease or assign any material rights, hypothecate Claims or otherwise encumber benefits of Sellers under any Purchased Asset (other than in the Ordinary Course of Business)Material Contract; (d) fail to pay except in the ordinary course consistent with past practice, not destroy or remove any required filing, processing Books and Records; (e) promptly notify Buyers of any material emergency or other feematerial change in the Assets; (f) subject to Section 3.5(a), not agree, resolve or commit to do any of the actions prohibited in Section 5.1 (b), (c) or (d), that would, or the effects of which would, survive the Closing (g) conduct the Business and operate the Assets in the ordinary course consistent with past practice taking into consideration the Shutdown; and (h) use commercially reasonable efforts to maintain preserve beneficial relationships with lessors, licensors and service providers, taking into consideration the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoingShutdown.

Operation of Business. Until Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, Sellers the Parent and the Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of conduct the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets Seller's operations in the Ordinary Course of Business until Closingand in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact the Seller's current business organization, keep the Seller's physical assets in good working condition, keep available the services of the Seller's current officers and employees and preserve the Seller's relationships with customers, suppliers and others having business dealings with it to the end that the Seller's goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may notClosing, without the prior written consent of the Buyer: (a) modify in any manner the compensation Seller shall not acquire, sell, lease, encumber or dispose of any of the Employees, assets or accelerate the payment any shares or other equity interests in or securities of any such compensation corporation, partnership, association or other business organization or division thereof, other than purchases and sales or other acquisitions or dispositions of assets in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business Business, the Seller shall not create, incur or such that assume any debt (including obligations in respect of capital leases); assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the liability associated with such modification is excluded from the Assumed Liabilities)obligations of any other person; or make any loans, advances or capital contributions to, or investments in, any other person; (bc) engage the Seller shall not enter into, adopt or amend any new Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 4.3(e) or (except for normal increases in the Ordinary Course of Business) increase in any manner the compensation or fringe benefits of, or modify any employment terms of, its directors, officers or employees, generally or individually, pay any benefit not required by the terms in effect on September 30, 1996 of any existing Employee Benefit Plan, or modify any personnel policies or practices; (d) neither the Seller nor the Parent shall change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (e) the Seller shall not discharge or satisfy any Security Interest or pay any obligation or liability, other than in the Ordinary Course of Business; (cf) sellthe Seller shall not mortgage or pledge any of the Acquired Assets or subject any such assets to any Security Interest, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in the Seller shall not sell, assign, transfer or license any transaction with any AffiliateIntellectual Property, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make the Seller shall not (i) other than in the Ordinary Course of Business, enter into, amend or terminate any change in their method material contract or agreement, or (ii) take or omit to take any action that would constitute a violation of accountingor default under, except in accordance with GAAPor waive any rights under, any material contract or agreement; (i) enter into the Seller shall not make or commit to make any Contract that would survive capital expenditure, other than in the Closing; andOrdinary Course of Business; (j) agreethe Seller shall not issue any stock, whether bonds or other corporate securities or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (k) the Seller shall not enter into any leases, contracts, agreements or understandings (other than contracts with suppliers and customers entered into in the Ordinary Course of Business) calling for payments which in the aggregate exceed $100,000 per year for all such leases, contracts, agreements and understandings; (l) the Seller shall not enter into any lease, contract, agreement or understanding with respect to real property, other than in the Ordinary Course of Business; (m) the Seller shall not make any change in its management or personnel other than hiring, terminations, promotions and reassignments in the Ordinary Course of Business; (n) neither the Seller nor the Parent shall take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Seller and the Parent set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; (o) the Seller shall not sell, lease or deliver any products of a quality below the standard of quality of products sold in the Ordinary Course of the Business prior to September 30, 1996, take any action which could reasonably be expected to increase future warranty, repair or service liabilities in excess of those incurred in the Ordinary Course of the Business prior to September 30, 1996 or take any action which would impair customer relations or the Seller's goodwill in the marketplace; (p) the Seller shall not agree in writing or otherwise, otherwise to do take any of the foregoingactions set forth in paragraphs (a) through (o) of this Section 4.5; or (q) the Parent shall not agree in writing or otherwise to take any of the actions set forth in paragraphs (d) and (n) of this Section 4.5.

Operation of Business. Until From the Closingdate of this Agreement to the Closing Date, Sellers the Seller shall use commercially reasonable effortsnot, without the consent of the Buyer (which consent shall not be unreasonably withheld or delayed), except as otherwise requiredexpressly contemplated by this Agreement, authorized including Section 5(j), or restricted pursuant as contemplated by Schedule 5(c), cause or (to an Order the extent any Seller Party or its Affiliate has the Legal Right) permit any of the Bankruptcy CourtAcquired Companies to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business or, with respect to the assets and operations of the Acquired Companies (with respect to the Javelina Partnerships, to operate the Business extent any Seller Party or any of its Affiliates has the Legal Right), engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and without the consent of the Buyer (which consent shall not be unreasonably withheld or delayed), except (i) as otherwise expressly provided in or contemplated by this Agreement, including Section 5(j) or as contemplated by Schedule 5(c), or contemplated by the Other Purchase Agreements (ii) requiredincluding exhibits and schedules attached thereto), authorized to the extent the Seller has the Legal Right, the Seller shall cause the Acquired Companies not to do or restricted pursuant agree to an Order do any of the Bankruptcy Court, on or prior following from the date of this Agreement to the Closing Date, Sellers may not, without the prior written consent of Buyer: (ai) modify in any manner the compensation of any of the Employeesissue, sell, pledge, dispose of, transfer, grant, encumber, or accelerate authorize the payment issuance, sale, pledge, disposition, transfer or grant of its Equity Interests or any such compensation Commitments with respect to its Equity Interests, or grant (other than the terms currently provided in the Organizational Documents of any Acquired Company), any Encumbrance upon its Equity Interests; (ii) cause or allow any Acquired Company Asset to become subject to a Lien, except for Permitted Encumbrances; (iii) execute, amend or terminate (other than the expiration thereof in accordance with its terms) any material Acquired Company Contract, except to the extent that any such amendment occurs in the Ordinary Course of Business and does not materially affect such contract, or such that enter into any agreement that, if in effect on the liability associated with such modification is excluded from the Assumed Liabilities)date of this Agreement, would have constituted a Material Contract; (biv) engage (A) acquire (including by merger, consolidation or acquisition, in whole or in part, of Equity Interests or assets) any new Employee corporation, partnership, limited liability company or other Person or any division thereof or any material amount of assets on behalf of the Acquired Companies; (B) enter into any material joint venture, partnership or similar arrangement; (C) incur any Obligations for borrowed money or any guarantee of indebtedness of any Person or make any loans or advances, except for intercompany borrowing in the Ordinary Course of Business among the Acquired Companies and/or the Seller and its Affiliates; or (D) except for the Retained Assets, sell, lease or otherwise dispose of any of its material property or assets other than sales of goods or services in the Ordinary Course of Business; (cv) selldeclare, lease set aside, make or otherwise dispose of, mortgage, hypothecate pay any dividend or otherwise encumber any Purchased Asset other distribution (other than cash) in respect of the Equity Interests in the Acquired Companies (other than the Javelina Partnerships), or repurchase, redeem or otherwise acquire any outstanding units of membership interest, stock, partnership interests or other ownership interests in any of the Acquired Companies; (vi) effect any liquidation (complete or partial), dissolution, restructuring (other than as contemplated in Section 5(j)), recapitalization, reclassification or like change in the capitalization of any of the Acquired Companies; (vii) amend in any material respect the Organizational Documents of any Acquired Company; (viii) cancel or compromise any material debt or claim of any of the Acquired Companies, or settle or agree to settle any action to which any of the Acquired Companies is a party where the terms of such settlement or agreement adversely impact the Acquired Companies or the operation of their assets or business after such settlement or agreement; (ix) enter into any commitment for capital expenditures of any of the Acquired Companies in excess of $2,000,000 for all commitments in the aggregate that will not be paid before Closing, except for reasonable capital expenditures made in connection with any emergency or force majeure events affecting any of the Acquired Companies; (x) enter into any labor or collective bargaining agreement or, through negotiations or otherwise, make any commitment or incur any liability to any labor organizations; and (xi) change any tax elections or, except to the extent done in the Ordinary Course of Business), change any accounting principles or practices used by the Acquired Companies except as: (1) required by Law or GAAP, and (2) with prior written notice to the Buyer; (dxii) fail to pay allow any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under material Permits held by any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make Acquired Companies to terminate or lapse; or provided, that notwithstanding any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment provision of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Businessthis Section 5(c), each Acquired Company shall be entitled to make or incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except capital expenditures in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any terms of the foregoingOrganizational Documents relating to the Javelina Partnerships and the capital expenditures budget set forth on Schedule 5(c)(ix).

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except Except (i) as otherwise expressly provided in or contemplated by this Agreementset forth on Schedule 6.4, or (ii) requiredfor the operations covered by the authorities for expenditures and other capital commitments described on Schedule 4.13, authorized (iii) for actions taken in connection with emergency situations or restricted pursuant as may be required by Law, (iv) as expressly required by this Agreement or (v) as expressly consented to an Order of the Bankruptcy Courtin writing by Purchaser (which consent shall not be unreasonably delayed, on withheld or prior to the conditioned), until Closing Date, Sellers may not, without the prior written consent of BuyerSeller shall: (a) modify in any manner the compensation not transfer, sell, hypothecate, encumber, or otherwise dispose of any of the EmployeesAssets, or accelerate the payment except for sales and dispositions of any such compensation (other than Hydrocarbons and surplus equipment and materials made in the Ordinary Course ordinary course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)business; (b) engage not terminate, materially amend, execute, or extend any new Employee Contract that is (or upon execution would be) a Material Contract other than in the Ordinary Course execution or extension of Businessa Contract for the sale or exchange of oil, gas and/or other Hydrocarbons terminable without penalty on ninety (90) days or shorter notice; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than maintain insurance coverage on the Assets in the Ordinary Course amount and of Business)the types currently maintained by Seller and not make any election to be excluded from any coverage provided by an operator for the joint account pursuant to a joint operating, unit operating, or similar Contract; (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain in full force and effect all Leases to the validity extent that such Leases are capable of Sellers’ rights inproducing in paying quantities at Hydrocarbon prices in effect as of the date that Seller or any third Person proposes to relinquish any such Leases or allow any such Leases to terminate or expire; provided, in no event shall Seller have any obligation to make any payment or under undertake any Purchased Intellectual Property;drilling or operational activity to hold or extend any Lease; and (e) fail conduct its business in accordance with its ordinary course of business, consistent with past practice, subject to interruptions resulting from force majeure, mechanical breakdown or planned maintenance; (f) use commercially reasonable efforts to maintain all Permits keep Purchaser apprised of Sellersany drilling, including those used in re-drilling or completion operations proposed or conducted by Seller or its Affiliates with respect to the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyAssets; (g) engage not commence, propose, or agree to participate in any transaction single operation with respect to the Leases or Xxxxx with an anticipated cost in excess of One Hundred Thousand Dollars ($100,000) net to Seller’s interest, except for any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personemergency operations; (h) make any change in their method of accounting, except in accordance with GAAPmaintain all material Permits and approvals and credit support affecting the Assets; (i) enter into not voluntarily relinquish Seller or its Affiliates’ position as operator with respect to any Contract that would survive of the ClosingAssets; (j) not waive, compromise or settle any claim in an amount in excess of One Hundred Thousand Dollars ($100,000) involving the Assets; (k) maintain the Records in the usual, regular and ordinary manner, in accordance with the usual accounting practices of Seller; (l) not elect to go non-consent with regarding to any proposed operation on any of the Leases or Xxxxx; (m) use commercially reasonable efforts to complete the operations set forth in clause (1) of Schedule 6.4 in compliance with the requirements set forth in such clauses; and (jn) agree, whether not enter into any agreement or commitment that would require Seller to act in writing or otherwise, a manner that is inconsistent with the foregoing. Requests for approval of any action restricted by this Section 6.4 shall be delivered to do any either of the foregoingfollowing individuals, which requests may be delivered electronically to such individual’s email address set forth below (provided that receipt of such email is requested and received, including automatic receipts), each of whom shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxxx Xxxxxxx (for operations services) xxxxx@xxxxxxxxxxxxxxxx.xxx Xxxx XxXxxxxx (for land administration services) xxxx@xxxxxxxxxxxxxxxx.xxx Xxxx Xxxxxx (for accounting services) xxxx@xxxxxxxxxxxxxxxx.xxx Purchaser’s approval of any action restricted by this Section 6.4 shall not be unreasonably withheld or delayed and shall be considered granted in full within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s notice) of delivery of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Notwithstanding the foregoing provisions of this Section 6.4, in the event of an emergency, Seller may take such action as reasonably necessary and shall notify Purchaser of such action promptly thereafter. Purchaser acknowledges that Seller owns undivided interests in the Assets and may not be the operator of all of the Assets, and Purchaser agrees that the acts or omissions of third Persons (including the applicable operators of the Assets) who are not Affiliates of Seller shall not constitute a violation of the provisions of this Section 6.4, nor shall any action required by a vote of Working Interest owners constitute such a violation so long as Seller and its controlled Affiliates have voted their respective interests in a manner consistent with the provisions of this Section 6.4. Any matter approved (or deemed approved) by Purchaser pursuant to this Section 6.4 that would otherwise constitute a breach of one or more of Seller’s representations and warranties in Article 4 or Seller’s covenants or agreements contained in this Agreement shall be deemed to be an exclusion from all representations, warranties, covenants and agreements for which it is relevant.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except (a) Except as otherwise required, authorized consented to in writing by Purchaser or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of from the Bankruptcy Court, on or prior Execution Date to the Closing Date, Sellers may notSeller: (i) will keep Purchaser informed of all material developments relating to the Assets; (ii) will conduct its business related to the Assets in a good and workmanlike manner and in compliance with all Leases and Contracts; (iii) shall pay or cause to be paid in the ordinary course of business its proportionate share of all costs and expenses incurred in connection with the Assets or operations thereon; and (iv) will notify Purchaser of capital expenditures anticipated to cost in excess of $100,000 per operation conducted on the Assets, without other than those listed on Schedule 4.7. (b) Subject to Section 6.2(a) and except as otherwise provided in this Section 6.2(b), unless Seller obtains the prior written consent of Buyer: Purchaser to act otherwise, which consent shall not be unreasonably withheld, conditioned or delayed, Seller will use commercially reasonable efforts within the constraints of the applicable operating agreements and other applicable Contracts not to: (ai) modify abandon any part of the Assets; (ii) except for those operations set forth on Schedule 4.7, approve or otherwise commit to any operations on the Assets anticipated in any manner instance to cost more than $100,000 per activity (excepting emergency operations required under presently existing contractual obligations, ongoing commitments under existing AFEs and operations undertaken to avoid a monetary penalty or forfeiture provision of any applicable agreement or order all of which shall be deemed to be approved, provided that Seller immediately notifies Purchaser of any emergency operation or operation to avoid monetary penalty or forfeiture excepted herein); (iii) convey or dispose of any part of the compensation Assets (other than replacement of equipment or sale of Hydrocarbons produced from the Assets in the ordinary course of business); (iv) enter into any Material Contract in respect of an Asset, or materially amend or change the terms of any Contract or Lease; (v) unless required by Law or a Governmental Body, plug or abandon any of the EmployeesXxxxx; (vi) voluntarily relinquish its position as operator to anyone other than Purchaser with respect to any of the operated Assets; (vii) waive, compromise or settle any claims, demands, complaints, causes of action, suits, actions, judgments, awards, recoveries, settlements, and appeals, which can reasonably be expected to materially affect the ownership, operation or value of the Assets after the Closing Date; or (viii) issue any note, bond, or accelerate other debt instrument secured by the payment Assets or agree to the imposition of any such compensation (other than in security interest or Lien on the Ordinary Course Assets or allow any encumbrance which would impose a security interest or Lien on account of Business or such unpaid amounts upon any of the Assets that will not be repaid at the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business;Closing. (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions Requests for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director approval of any Seller (other than in action restricted by this Section 6.2 shall be delivered to the Ordinary Course of Business)following individual, incur who shall have full authority to grant or assume any long term or short term debt with or deny such requests for approval on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible Purchaser: Xxxx Xxxx Business Development Manager Fax: (whether directly, indirectly, contingently or otherwise000) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.000-0000 Email: XXxxx@xxxxxxxxxxxxxxxxx.xxx

Operation of Business. Until From the Closingdate hereof until the Closing Date, the Sellers shall use commercially reasonable effortsnot permit the Company to, and the Company will not without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), except as otherwise requiredexpressly contemplated by this Agreement, authorized engage in any practice, take any action, or restricted pursuant enter into any transaction with respect to an Order of the Bankruptcy Court, to operate the Business in Assets that is outside the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, the Company will not without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), do any of the following: (a) amend or otherwise change its Certificate or Articles of Organization or Operating Agreement or equivalent governing documents; (b) make or commit to make any capital expenditure or group of any capital expenditures in excess of $25,000 individually or $100,000 in the aggregate (as used herein, “capital expenditures” means customary and except reasonable costs and expenses incurred by the Company in connection with certain major repairs, replacements and improvements of the Assets); (c) issue, sell, pledge, exchange, dispose of, grant, lease, mortgage, hypothecate, encumber or authorize the issuance, sale, pledge, exchange, disposition, grant, lease, mortgage, hypothecation or encumbrance of (i) as otherwise expressly provided any Membership Interests or any other direct or indirect ownership or participation interest in or contemplated by this Agreementthe Company, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the EmployeesAssets, or accelerate the payment except for (A) sales of any such compensation (other than Hydrocarbons in the Ordinary Course of Business or such business consistent with past practices, provided, however, that the liability associated with such modification is excluded from Sellers shall be free to sell, transfer or convey out of the Assumed LiabilitiesCompany to any third party or to themselves the Excluded Assets. (d) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or any division thereof or any material amount of assets; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any individual or entity, or make any loans or advances; (f) enter into any employment, bonus, finder’s fee, consulting or severance agreement with, any Person, or establish, adopt, enter into or amend any Benefit Plan or any employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any manager, officer, employee or consultant; (g) declare, set aside or pay any dividend or make any other distribution in respect of its Membership Interests, other than (i) distributions of cash and (ii) the conveyance of the Excluded Assets described in Schedule 8(g); (bh) engage amend in any new Employee material respect any Material Agreement or terminate any Material Agreement prior to the expiration of the term thereof; (i) commence or file any Proceeding; provided that the Company may enter into any consent or settlement with respect to any Proceeding; (j) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the Ordinary Course of Business; (ck) sellmake, lease change or otherwise dispose ofrescind any express or deemed election relating to Taxes, mortgageor except as may be required by applicable Law, hypothecate make any change to any of its Tax accounting methods, policies or otherwise encumber procedures; provided that the Company may enter into any Purchased Asset (other than in the Ordinary Course of Business)consent or settlement with respect to any Proceeding relating to Taxes; (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (il) enter into any Contract that would survive the Closing; andnew sales contract or supply contract which cannot be cancelled on 30 days’ prior notice; (jm) agreefail to maintain in full force and effect the existing insurance policies or insurance policies with substantially comparable terms and coverages covering the Company and the Assets, whether except to the extent such policies cease to be available on commercially reasonable terms (other than bonds or similar instruments in writing the ordinary course of business); or (n) commit or otherwise, agree to do any of the foregoing. Each of the Sellers agrees to cause the Company to promptly inform the Purchaser of any practices, activities or transactions that might require consent by the Purchaser hereunder and will afford Purchaser reasonable access to any books and Records necessary for such consent to be made on an informed basis.

Operation of Business. Until Except as contemplated by this Agreement or consented to by the ClosingBuyer, Sellers which consent shall use commercially reasonable effortsnot be unreasonably withheld, except as otherwise requiredand to the extent not inconsistent with the Bankruptcy Code, authorized or restricted pursuant to an Order the Bankruptcy Rules, the operation and information requirements of the Office of United States Trustee (the "OIRR"), or any orders entered by the Bankruptcy Court, to operate the Business Court in the Ordinary Course Sellers' Chapter 11 Cases during the period from the date of Business. this Agreement to the Closing or otherwise required by applicable law, the Sellers and the Subsidiaries shall conduct their operations in compliance with all applicable laws and regulations in all material respects, and to the extent consistent therewith so as to preserve the current value and integrity of the Acquired Assets, pay all post-petition taxes as they become due and payable, maintain insurance on the Acquired Assets (in amounts and types consistent with past practice), use commercially reasonable its best efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having business relationships dealings with it and take all actions (or refrain from taking any actions) to avoid the occurrence of a Material Adverse Effect. Notwithstanding the foregoing, the Sellers in connection and the Subsidiaries shall consult with the operation Buyer prior to any transfer of any Acquired Assets or any other assets of the Business and Subsidiaries (Eexcept for Excluded Assets) pay all from its locations as of their post-petition obligations the date hereof (except for transfers in the Ordinary Course ordinary course of Business. Sellers also shall continue business), to operate determine a means of effectuating such transfer so as not to affect the websites that constitute value of the Purchased Acquired Assets in to the Ordinary Course of Business until ClosingBuyer. Without limiting the generality of the foregoing, prior to the Closing, the Sellers and except (i) as otherwise expressly provided in or contemplated by this Agreementthe Subsidiaries shall, or (ii) required, authorized or restricted pursuant subject to an Order the requirements of the Bankruptcy CourtCode, on or prior to Bankruptcy Rules, the Closing DateOIRR, Sellers may and orders entered by the Bankruptcy Court in the Sellers' Chapter 11 Cases, conduct its operations in the ordinary and usual course of business and shall not, without the prior written consent of the Buyer: (a) modify in any manner the compensation sell, lease, license, encumber or dispose of any of the Employeesmaterial Acquired Assets, or accelerate the payment of any such compensation (other than except in the Ordinary Course ordinary course of Business business consistent with past practices both in frequency and amount and except for liens to secure debtor-in-possession financing or such that the liability associated providing adequate protection in connection with such modification is excluded from the Assumed Liabilities)debtor-in-possession financing; (b) engage pay any new Employee prepetition liabilities other than in such prepetition liabilities as are approved for payment by the Ordinary Course of BusinessCourt; (c) sell, lease take any action or otherwise dispose of, mortgage, hypothecate fail to take any action required by this Agreement with the knowledge that such action or otherwise encumber failure to take action would result in any Purchased Asset (other than of the representations and warranties of the Sellers or the Subsidiaries set forth in the Ordinary Course of Business)this Agreement becoming untrue in any material respect; (d) fail take any action to pay waive or compromise any required filing, processing material claims (whether or other fee, and use commercially reasonable efforts to maintain not asserted in any pending litigation) which are included in the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyAcquired Assets; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in borrow any amounts under the operation of the Business;Malaysian Loan; or (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until The Seller will not, without the Closingconsent of the Buyers (which will not be unreasonably withheld or delayed), Sellers shall use commercially reasonable effortscause or permit the Company to engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business, except as otherwise requiredexpressly contemplated by this Agreement. Without limiting the foregoing, authorized or restricted pursuant to an Order the Seller will not, without the consent of the Bankruptcy CourtBuyers (which will not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement, cause or permit the Company to operate do any of the Business following: (a) Sell, lease (as lessor), transfer or otherwise dispose of, any of the material assets of the Company, or any spare parts or other inventory, other than as used, consumed or replaced in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts ; (b) Encumber, pledge, mortgage or suffer to be imposed on any of the material assets of the Company, or any spare parts or other inventory, any Encumbrances other than Permitted Encumbrances; (Ac) preserve intact their respective business organizationsAmend, (B) maintain the Businessterminate, (C) keep available the services of their respective officers and employeesallow to lapse or expire, (D) maintain satisfactory relationships with licensorsfail to timely apply for renewal of, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers or otherwise modify in any respect any Material Agreement or any Permit or Environmental Permit or as may be required in connection with transferring the operation rights or obligations under such Material Agreement, Permit or Environmental Permit to the Buyers pursuant to this Agreement; (d) Enter into commitments to make any Capital Expenditures; (e) Amend or otherwise change its charter, bylaws, member control agreement or equivalent organizational documents; (f) Issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any membership interests, in the Company, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interests, or any other ownership interest (including without limitation any phantom interest) in the Business Company; (g) Acquire (including without limitation by merger, consolidation or acquisition of stock or assets) any interest in any other Person or any division thereof; incur any indebtedness for borrowed money (other than from the Seller or its Affiliates and (E) pay all of their post-petition obligations trade payable in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing) or issue any debt securities or assume, and except (i) as otherwise expressly provided in guarantee or contemplated by this Agreementendorse, or (ii) requiredotherwise as an accommodation become responsible for, authorized the obligations of any Person, or restricted pursuant to an Order of the Bankruptcy Court, on make any loans or prior advances; or enter into any transaction relating to the Closing Date, Sellers may not, without the prior written consent purchase of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee assets other than in the Ordinary Course of Business; (ch) sellEnter into any new employment, lease consulting or otherwise dispose ofseverance agreement with any director, mortgageofficer, hypothecate employee or otherwise encumber consultant of the Company, or establish, adopt, enter into or amend any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filingcollective bargaining, processing bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other feeplan, and use commercially reasonable efforts to maintain agreement, trust, fund, policy or arrangement for the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director benefit of any Seller (other than in the Ordinary Course of Business)director, incur officer, employee or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accountingconsultant, except in accordance with GAAPpursuant to existing contractual arrangements or existing compensation plans; (i) enter Enter into any Contract that would survive the Closing; andmaterial amendment to or material modification of or terminate any Material Agreement; (j) agreeFail to maintain the Facility in accordance with Good Utility Practice, whether or modify the Facility in writing any material respect; or (k) (i) change any financial or otherwiseTax accounting methods, policies or practices of the Company or with respect to the assets or activities of the Company, except as required by a change in GAAP or SEC rules, regulations or guidelines or applicable law, (ii) make, revoke, or amend any Tax election of the Company or with respect to the assets or activities of the Company, (iii) file any amended Tax Return of the Company or with respect to the assets or activities of the Company, (iv) enter into any closing agreement affecting any Tax liability or refund of the Company or with respect to the assets or activities of the Company, (v) settle or compromise any Tax liability or refund of the Company or with respect to the assets or activities of the Company, or (vi) extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax of the Company or with respect to the assets or activities of the Company; or (l) Enter into any agreement, contract, commitment or arrangement to do any of the foregoing.

Operation of Business. Until From the date hereof until the Closing, Sellers the Company shall, and the Company shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order cause each of the Bankruptcy CourtActive Subsidiaries to, to operate the Business conduct their respective businesses in the Ordinary Course of Business. Sellers shall Business and to use commercially their reasonable best efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers organizations and employees, (D) maintain satisfactory relationships with licensors, licensees, third parties and to preserve the goodwill of the suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection relations with the operation Company or such Subsidiaries. Neither the Company nor its Subsidiaries shall (x) take or agree or commit to take any action that would make any representation and warranty set forth in Article III hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Business and Closing, or (Ey) pay all of their post-petition obligations omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingany respect at any such time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, Agreement or (ii) required, authorized or restricted pursuant to an Order described on Section 5.3 of the Bankruptcy Court, on Disclosure Schedule or prior to the Closing Date, Sellers may not, without with the prior written consent of Buyerthe Purchasers Representative, from the date hereof until the Closing, each of the Company and its Subsidiaries shall: (a) modify in any manner the compensation not sell, assign, transfer, convey, pledge, mortgage, lease, license or otherwise dispose of or encumber any of the Employeesits assets (including any Intellectual Property), or accelerate the payment of any such compensation (interests therein, other than in the Ordinary Course sale of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business inventory in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyconsistent with past practice; (gb) engage not make any material change in its methods of management, marketing, accounting or operating (or practices relating to payments); (c) report periodically to the Purchasers Representative concerning the status of its business, its assets and its operations and finances, including monthly consolidated and consolidating financial statements delivered on a timely basis; (d) continue all of its existing policies of insurance (or comparable insurance) in full force and effect and at least at such levels as are in effect on the date hereof, up to and including the Closing Date (and not cancel any such insurance or take, or fail to take, any action that would enable the insurers under such policies to avoid liability for claims arising out of occurrences prior to the Closing Date); (e) not enter into any transaction with or make or enter into any Affiliate, subsidiary, shareholder, officer contract or director of commitment or amend or terminate any Seller (other than material contract or commitment which is not in the Ordinary Course of Business), consistent with past practice; (f) not incur any obligation or assume any long term Liability, whether absolute, fixed or short term debt contingent, except in the Ordinary Course of Business and consistent with or on behalf of any such Person or guaranteepast practice; (g) not sell, endorse transfer, license or otherwise be liable dispose of, or responsible (whether directlyagree to sell, indirectlytransfer, contingently license or otherwise) for the obligations otherwise dispose of, or permit to lapse any of any such Personits Intellectual Property; (h) make not declare or pay any change dividends in their method respect of accountingits capital stock or redeem, except in accordance with GAAPpurchase or otherwise acquire any of its capital stock; (i) not terminate, discontinue, close or dispose of any plant, facility or business operation; provided, however, that the Company may sell the North Carolina facility currently owned by its Subsidiary, Agrotec Xxxxxxxx, Inc.; (j) not implement any employee layoffs that could implicate the WARN Act; (k) not form, or authorize, issue or sell capital stock or equity securities of, a Subsidiary; (l) not hire or terminate, or make a material change to the compensation of, the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer; (m) not enter into transactions with any Contract related party (other than those conducted as of the date hereof and those that would survive are on terms no less favorable to the ClosingCompany than it could obtain on an arm's length basis, as reasonably determined by Purchasers Representative); (n) not adopt, or make any material deviations from, its annual budget; (o) not issue any compensatory stock or options; and (jp) agree, whether in writing or otherwise, not enter into an agreement to do any of the foregoing. Notwithstanding the foregoing, the Company may execute and deliver a settlement agreement with Xxxxxx Xxxx without the consent of the Purchasers Representative, but only to the extent such settlement agreement is on terms substantially similar to the terms set forth in the term sheet delivered to and agreed upon by the Purchasers Representative prior to the date of such settlement.

Operation of Business. Until (a) From and after the date of this Agreement and up until Closing, each of the Sellers shall use commercially reasonable effortsshall, except as expressly required by this Agreement and except as otherwise requiredconsented to in advance in writing by the Buyer, authorized which such consent shall not be unreasonably withheld or restricted pursuant to an Order of the Bankruptcy Court, to operate delayed: (i) conduct the Business in the Ordinary Course and not engage in any new line of Business. Sellers shall business or make any commitment with respect to the Business or the Purchased Assets except those in the Ordinary Course and not otherwise prohibited under this Section 7.1; (ii) use commercially reasonable efforts to (Ai) preserve intact their respective the goodwill and business organizations, organization of such Seller and (Bii) maintain preserve the Business, (C) keep available the services relationships and goodwill of their respective officers and employees, (D) maintain satisfactory relationships such Seller with licensors, licensees, suppliers, contractorscustomers, distributors, consultants, customers suppliers and others having business relationships with Sellers in connection with the operation employees of the Business such Seller; (iii) duly and (E) pay timely file or cause to be filed all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in reports required to be filed with any Governmental Entity, agency or contemplated by this Agreement, or authority and (ii) requiredTax Returns required to be filed with any Governmental Entity, authorized agency or restricted pursuant authority and promptly pay or cause to be paid when due all Taxes, assessments and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith or an Order extension has been granted by appropriate proceedings; (iv) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices and the Sellers’ obligations as tenants under the Leases, all buildings, offices, shops and other structures occupied by the Sellers and located on the Leased Real Property; (v) not dispose of the Bankruptcy Court, on or prior permit to lapse any right to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation use of any of the Employees, or accelerate Intellectual Property material to the payment conduct of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (cvi) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other feemaintain, and use commercially reasonable efforts not permit to maintain lapse, each Product Regulatory Document held by such Seller as of the validity of Sellers’ rights in, date hereof material to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (fvii) make not (i) sell any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or IndebtednessPurchased Asset, other than the usual discounts given by the Business Inventory and finished and unfinished goods sold in the Ordinary Course of Business and make Course, (ii) create, incur or assume any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (indebtedness secured by the Purchased Assets other than in the Ordinary Course of Business)Course, (iii) grant, create, incur or suffer to exist any Encumbrance other than a Permitted Encumbrance on the Purchased Assets, (iv) incur any liability or obligation (absolute, accrued or contingent) that would be an Assumed Liability except in the Ordinary Course, (v) write-off any guaranteed check, note or account receivable except in the Ordinary Course or unless in accordance with GAAP, (vi) write-down the value of any Purchased Asset except (A) for depreciation and amortization in the Ordinary Course or (B) in accordance with GAAP, (vii) cancel any debt or waive any claim or right under any Contract that would be material to the operation of the Business except in the Ordinary Course, or (viii) make any commitment for any capital expenditure in excess of US$100,000; (viii) not increase in any manner the base compensation of, accelerate the payment of any base compensation or bonus owed to, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, independent contractors, officers, directors or consultants, except as required by applicable law; (ix) not enter into any collective bargaining agreement; (x) maintain supplies and Inventory at levels that are consistent with seasonal demand and in the Ordinary Course; (xi) continue to collect accounts receivable and pay trade accounts payable in the Ordinary Course and continue its billing practices in the Ordinary Course; (xii) perform in all material respects all of its obligations under all Contracts, and not materially default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a material default under any Contract (except those being contested in good faith) and not enter into, assume or amend any long term or short term debt with material Contract; (xiii) maintain in full force and effect policies of insurance comparable in amount and scope of coverage to that now maintained by or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonSellers; (hxiv) make any change in their method of accounting, except continue to maintain its books and records in accordance with GAAP; (i) enter into any Contract that would survive the ClosingGAAP consistently applied and on a basis consistent with past practice; and (jxv) agreenot authorize, whether in writing or otherwisecommit or agree to take, to do any of the foregoingprohibited actions in the foregoing clauses (i) through (xiv). (b) Nothing contained in this Agreement shall be construed to give to the Buyer, directly or indirectly, rights to control or direct the Sellers’ operations prior to the Closing. Prior to the Closing, the Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Business.

Operation of Business. Until From the Closingdate of this Agreement to the Closing Date, Sellers the Seller shall use commercially reasonable effortsnot, without the consent of the Buyer (which consent shall not be unreasonably withheld or delayed), except as otherwise requiredexpressly contemplated by this Agreement, authorized including Section 5(k), or restricted pursuant as contemplated by Schedule 5(c), cause or (to an Order the extent any Seller Party or its Affiliate has the Legal Right) permit any of the Bankruptcy CourtAcquired Companies to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business or, with respect to the assets and operations of the Acquired Companies (with respect to the Javelina Partnerships, to operate the Business extent any Seller Party or any of its Affiliates has the Legal Right), engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and without the consent of the Buyer (which consent shall not be unreasonably withheld or delayed), except (i) as otherwise expressly provided in or contemplated by this Agreement, including Section 5(k) or as contemplated by Schedule 5(c), or contemplated by the Other Purchase Agreements (ii) requiredincluding exhibits and schedules attached thereto), authorized to the extent the Seller has the Legal Right, the Seller shall cause the Acquired Companies not to do or restricted pursuant agree to an Order do any of the Bankruptcy Court, on or prior following from the date of this Agreement to the Closing Date, Sellers may not, without the prior written consent of Buyer: (ai) modify in any manner the compensation of any of the Employeesissue, sell, pledge, dispose of, transfer, grant, encumber, or accelerate authorize the payment issuance, sale, pledge, disposition, transfer or grant of its Equity Interests or any such compensation Commitments with respect to its Equity Interests, or grant (other than the terms currently provided in the Organizational Documents of any Acquired Company), any Encumbrance upon its Equity Interests; (ii) cause or allow any Acquired Company Asset to become subject to a Lien, except for Permitted Encumbrances; (iii) execute, amend or terminate (other than the expiration thereof in accordance with its terms) any material Acquired Company Contract, except to the extent that any such amendment occurs in the Ordinary Course of Business and does not materially affect such contract, or such that enter into any agreement that, if in effect on the liability associated with such modification is excluded from the Assumed Liabilities)date of this Agreement, would have constituted a Material Contract; (biv) engage (A) acquire (including by merger, consolidation or acquisition, in whole or in part, of Equity Interests or assets) any new Employee corporation, partnership, limited liability company or other Person or any division thereof or any material amount of assets on behalf of the Acquired Companies; (B) enter into any material joint venture, partnership or similar arrangement; (C) incur any Obligations for borrowed money or any guarantee of indebtedness of any Person or make any loans or advances, except for intercompany borrowing in the Ordinary Course of Business among the Acquired Companies and/or the Seller and its Affiliates (including pursuant to the Cash Pooling Arrangements); or (D) except for the Retained Assets, sell, lease or otherwise dispose of any of its material property or assets other than sales of goods or services in the Ordinary Course of Business; (cv) selldeclare, lease set aside, make or otherwise dispose of, mortgage, hypothecate pay any dividend or otherwise encumber any Purchased Asset other distribution (other than cash) in respect of the Equity Interests in the Acquired Companies (other than the Javelina Partnerships) that are not made pursuant to the Cash Pooling Arrangements, or repurchase, redeem or otherwise acquire any outstanding units of membership interest, stock, partnership interests or other ownership interests in any of the Acquired Companies; (vi) effect any liquidation (complete or partial), dissolution, restructuring (other than as contemplated in Section 5(k)) recapitalization, reclassification or like change in the capitalization of any of the Acquired Companies; (vii) amend in any material respect the Organizational Documents of any Acquired Company; (viii) with respect to Eligible Employees (except to the extent such action constitutes a Retained Asset or is done in the Ordinary Course of Business)): (1) modify the annual level of compensation of any Eligible Employee, (2) grant any bonus, benefit or other direct or indirect compensation to any Eligible Employee, (3) materially increase the coverage or benefits available (or reduce the employees’ allocable share of costs or premiums) under any benefit plan or create any new severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any employee or otherwise modify or amend or terminate any such plan or arrangement or (4) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which any of the Acquired Companies is a party and involving an Eligible Employee, except, in each case, as required by applicable Law from time to time in effect or by the terms of any benefit plans as in effect on the date hereof; (dix) fail cancel or compromise any material debt or claim of any of the Acquired Companies, or settle or agree to pay settle any required filing, processing action to which any of the Acquired Companies is a party where the terms of such settlement or other fee, and use commercially reasonable efforts to maintain agreement adversely impact the validity Acquired Companies or the operation of Sellers’ rights in, to their assets or under any Purchased Intellectual Propertybusiness after such settlement or agreement; (ex) fail to use commercially reasonable efforts to maintain enter into any commitment for capital expenditures of any of the Acquired Companies in excess of $2,000,000 for all Permits of Sellers, including those used commitments in the operation aggregate that will not be paid before Closing, except for reasonable capital expenditures made in connection with any emergency or force majeure events affecting any of the BusinessAcquired Companies; (fxi) enter into any labor or collective bargaining agreement or, through negotiations or otherwise, make any unusual commitment or extraordinary efforts to collect incur any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party;labor organizations; and (gxii) engage in change any transaction with any Affiliatetax elections or, subsidiary, shareholder, officer or director of any Seller (other than except to the extent done in the Ordinary Course of Business), incur change any accounting principles or assume any long term practices used by the Acquired Companies except as: (1) required by Law or short term debt GAAP, and (2) with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for prior written notice to the obligations of any such PersonBuyer; (hxiii) allow any material Permits held by any of the Acquired Companies to terminate or lapse; or provided, that notwithstanding any provision of this Section 5(c), each Acquired Company shall be entitled to make any change in their method of accounting, except or incur capital expenditures in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any terms of the foregoingOrganizational Documents relating to the Javelina Partnerships and the capital expenditures budget set forth on Schedule 5(c)(x).

Operation of Business. Until Assist and the Closing, Sellers Selling Shareholders shall use commercially reasonable effortsBest Efforts to ensure that, except during the Pre-Closing Period: (a) none of the Selling Shareholders directly or indirectly sells or otherwise transfers, or offers, agrees or commits (in writing or otherwise) to sell or otherwise transfer, any of the Shares or any interest in or right relating to any of the Shares; (b) none of the Selling Shareholders permits, and none of the Selling Shareholders offers, agrees or commits (in writing or otherwise) to permit, any of the Shares to become subject, directly or indirectly, to any Encumbrance; (c) Assist preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with Assist; (d) Assist keeps in full force all insurance policies identified in Part 3.22 of the Disclosure Schedule; (e) Except as otherwise requiredprohibited by law, authorized Assist's officers confer regularly with Cayenta concerning operational matters and otherwise report regularly to Cayenta concerning the status of Assist's business, condition, assets, liabilities, operations, financial performance and prospects; (f) Assist immediately notifies Cayenta of any inquiry, proposal or restricted pursuant offer from any Person relating to an Order of any Acquisition Transaction; (g) Assist and its officers use their Best Efforts to cause the Bankruptcy Court, Company to operate the Business business prudently and in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective , consistent with past practices, and the Company's current business organizations, (B) maintain plan which includes the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation development of the Business application service provider and total service provider businesses using the Company's current product offerings; (Eh) Assist does not declare, accrue, set aside or pay all any dividend or make any other distribution in respect of their postany shares of capital stock, and does not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities except for the redemption of the Series A and Series B preferred stock in accordance with this Agreement and the cash-petition obligations out of certain outstanding options prior to the Closing in accordance with this Agreement; (i) Assist does not sell or otherwise issue any shares of capital stock or any other securities other than upon the Ordinary Course exercise of Business. Sellers also shall continue outstanding warrants or options; (j) Assist does not amend its certificate of incorporation or bylaws, and does not effect or become a party to operate the websites any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (k) Assist does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (l) Assist does not make any capital expenditure, except for capital expenditures that constitute the Purchased Assets are made in the Ordinary Course of Business until Closing. Without limiting and that, when added to all other capital expenditures made on behalf of Assist during the generality of Pre-Closing Period, do not exceed $100,000 in the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer:aggregate; (am) modify in any manner the compensation of Assist does not enter into or permit any of the Employeesassets owned or used by Assist to become bound by any Contract, or accelerate the payment of except for any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Excluded Contract; (bn) engage Assist does not incur, assume or otherwise become subject to any new Employee other than Liability, except for current liabilities (of the type required to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business; (co) sellAssist does not establish or adopt any Employee Benefit Plan, lease and does not pay any bonus or otherwise dispose ofmake any profit-sharing or similar payment to, mortgageor increase the amount of the wages, hypothecate salary, commissions, fringe benefits or otherwise encumber other compensation or remuneration payable to, any Purchased Asset (other than in the Ordinary Course of Business)its directors, officers or employees; (dp) fail to pay Assist does not change any required filing, processing of its methods of accounting or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under accounting practices in any Purchased Intellectual Propertymaterial respect; (eq) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the BusinessAssist does not make any Tax election; (fr) make Assist does not commence any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyProceeding; (gs) engage in Assist does not enter into any transaction with or take any Affiliate, subsidiary, shareholder, officer or director other action of any Seller (other than the type referred to in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonSection 3.5; (ht) make any change in their method of accounting, except in accordance with GAAP; (i) Assist does not knowingly enter into any Contract transaction or take any other action that would survive reasonably might cause or constitute a Breach of any representation or warranty made by Assist or any of the ClosingSelling Shareholders in this Agreement or in the Closing Certificate; and (ju) Assist does not agree, whether commit or offer (in writing or otherwise), and does not attempt, to do take any of the foregoingactions described in clauses "(i)" through "(t)" of this Section 6.2.

Operation of Business. Until From the Closingdate of this Agreement to the Closing Date, Sellers the Company shall conduct its business, and shall cause its Subsidiaries to conduct their businesses, in the ordinary course consistent with past practices and shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use its commercially reasonable efforts to preserve in all material respects the Company’s and its Subsidiaries’ present businesses, operations, operating assets (A) preserve intact their respective business organizationscasualty and normal wear and tear excepted), (B) maintain the Businessgoodwill and relationships with customers, (C) keep available the services of their respective officers suppliers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by from the date of this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to Agreement until the Closing Date, Sellers may not, without the prior written consent of BuyerBuyer (which consent shall not be unreasonably withheld, conditioned or delayed), except as contemplated by this Agreement or as set forth on Schedule 6.1, the Company shall not and shall cause its Subsidiaries not to: (a) modify in any manner issue, sell, pledge, dispose of, transfer, grant, encumber or authorize the compensation issuance, sale, pledge, disposition, transfer or grant of any equity interest in the Company or any of the Employeesits Subsidiaries, or accelerate the payment of any rights or obligations convertible into or exchangeable for such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)equity interests; (b) engage cause or allow any new Employee other than in the Ordinary Course of Businessasset to become subject to a Lien, except for Permitted Liens and Liens that will be released at Closing; (c) sellexecute, lease amend or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset terminate (other than in (i) the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except expiration thereof in accordance with GAAPits terms or (ii) amendment or termination of any credit facilities representing Indebtedness that will be satisfied at Closing) any Material Contract or Lease outside of the ordinary course of business; (i) enter into an agreement to acquire (including by merger, consolidation, acquisition, in whole or in part, of equity or other ownership interests or assets) or acquire (by merger, consolidation or acquisition) any Contract corporation, partnership, limited liability company or other Person or any division thereof or any material amount of assets on behalf of the Company or any Subsidiary, (ii) enter into any material joint venture, partnership or similar arrangement, (iii) incur any obligations for borrowed money or any guarantee of indebtedness of any Person or make any loans or advances, except for borrowings under the Company’s and its Subsidiaries’ existing credit facilities in the ordinary course of business (or indebtedness for borrowed money incurred with the amendment, extension, modification, refunding, renewal, refinancing or replacement of existing indebtedness after the date of this Agreement), or (iv) sell, lease, license, transfer or otherwise dispose of any material assets other than sales of inventory in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution in respect of the Equity Interests (other than cash Tax distributions in respect of the Equity Interests), or repurchase, redeem or otherwise acquire any outstanding Equity Interests or other ownership interests in the Company or any of its Subsidiaries; (f) effect any liquidation (complete or partial), dissolution, restructuring, recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries; (g) amend in any material respect the organizational documents of the Company or any of its Subsidiaries (other than to facilitate consummation of the transactions contemplated hereby); (h) enter into any commitment for capital expenditures of the Company and its Subsidiaries in excess of $250,000 individually or $1,000,000 in the aggregate for all commitments that would survive will not be paid before Closing; (i) make, change or revoke or change any Tax elections, enter into any closing agreement, settle or compromise any liability, audit, refund, claim or assessment in respect of Taxes, consent to any extension or waiver of the Closing; andlimitations period applicable to any claim or assessment in respect of Taxes, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, file any material Tax refund claim or any amended Tax Return or, except to the extent done in the ordinary course of business and except as required by Law or GAAP, change any accounting principles or practices used by the Company and its Subsidiaries; (j) agreeallow any material Governmental Authorizations held by the Company and its Subsidiaries to terminate or lapse. (k) cancel or reduce any insurance coverage other than in the ordinary course of business consistent with past practice; (l) (i) increase the annual level of compensation payable or to become payable by the Company or any of its Subsidiaries to any of their respective directors, whether executive officers, consultants or employees, except for annual adjustments in writing the normal course consistent with past practice, (ii) grant any unusual or extraordinary bonus, benefit or other similar direct or indirect compensation to any director, executive officer, consultant or employee, (iii) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, executive officers, consultants or employees of the Company or any of its Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement or (iv) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the Company or any of its Subsidiaries is a party or involving a director, executive officer, consultant or employee of the Company or any of its Subsidiaries, except, in each case, as required by applicable Law from time to time in effect or by the terms of any Employee Benefit Plan; (m) enter into, modify or terminate any labor or collective bargaining agreement of the Company or any of its Subsidiaries or, through negotiations or otherwise, make any commitment or incur any liability to do any labor organizations; (n) cancel or compromise any material debt or claim or waive or release any material right of the Company or any of its Subsidiaries; (o) other than in the ordinary course of business, permit the Company or any of its Subsidiaries to enter into or modify any Contract with Seller or any Affiliate of Seller; or (p) agree to take any of the foregoingforegoing actions.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except Except as otherwise required, authorized set forth in Schedule 5.2 or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers Schedule 3.13 or as may be required in connection with the operation other provisions of this Agreement or any of the Business documents or instruments contemplated to be entered into to consummate the transactions contemplated hereby (the “Transaction Documents”), until the Closing or the termination of this Agreement, Seller shall cause the Companies to (x) own and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Company Assets in the Ordinary Course ordinary course consistent with past practices, subject to the terms and conditions of Business until Closingthis Agreement, (y) not engage in any business other than the Company Businesses and (z) keep and maintain (in all material respects) accurate books, records and accounts in the ordinary course and consistent with past practices. Without Except as set forth in Schedule 5.2 or Schedule 3.13 or as may be required in connection with the other provisions of this Agreement or any of the Transaction Documents, without limiting the generality of the foregoingpreceding, and except (i) as otherwise expressly provided in from the Execution Date until the Closing or contemplated by the termination of this Agreement, or (ii) requiredSeller shall, authorized or restricted pursuant to an Order of and/or shall cause the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of BuyerCompanies to: (a) modify in not lease, transfer, sell, hypothecate, encumber (including grant or create any manner the compensation preferential right) or otherwise dispose of any Company Assets, except for (i) sales and dispositions of Hydrocarbons in the ordinary course of business consistent with past practices, (ii) reductions or forfeitures of interest due to non-consent elections made in the ordinary course of business, interests earned by non-consent parties after non-consent payouts, and other interests subject to earnout, back-in interests, net profits interests or similar contingent payout or interests provisions in Material Contracts in effect on the Execution Date, or (iii) assignment of the Employees, or accelerate Excluded Assets pursuant to the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Excluded Assets Assignment; (b) engage not prematurely terminate, materially amend (or waive any new Employee other than in the Ordinary Course of Businessrights), execute or extend any Material Contracts; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than use its commercially reasonable efforts to maintain insurance coverage on the Company Assets set forth on Schedule 3.17 in the Ordinary Course amounts and of Business)the types set forth on Schedule 3.17 or, upon renewal thereof, in similar amounts and types to the extent then available on commercially reasonable terms and prices; (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use its commercially reasonable efforts to maintain all Permits which have been maintained by Seller or any Company as of Sellersthe Execution Date (if any) in effect that are necessary or required for the ownership of the Company Assets; (e) maintain all bonds, letters of credit, guarantees and other financial assurance, including those used required by BSEE, in each case, to the extent maintained by Seller or any Company as of the Execution Date (if any) and required to own and/or operate the Company Assets in the operation of the Businessordinary course consistent with past practices; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make with respect to those matters described on Schedule 3.6, not institute, waive, compromise or settle any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness claim with respect to any third partyCompany or any Company Assets where the amount at issue is Five Hundred Thousand Dollars ($500,000) or greater on an eight-eighths (8/8ths) basis; (g) engage in except for operations undertaken to perpetuate any transaction Company Assets, not propose any operation with any Affiliaterespect to the Company Assets, subsidiary, shareholder, officer or director the cost of any Seller which exceeds Five Hundred Thousand Dollars (other than in the Ordinary Course of Business$500,000), incur or assume any long term or short term debt with or on behalf of any such Person or guaranteean eight-eighths (8/8ths) basis, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personwithout first obtaining Purchaser’s written consent; (h) make forward any change AFE or similar request from a third party with respect to the Company Assets to Purchaser as soon as is reasonably practicable, and thereafter consult with Purchaser regarding whether or not the applicable Company should elect to participate in their method of accountingsuch operation, except provided that in accordance with GAAPno event shall Seller be required to elect to cause the applicable Company to participate in any operation or to unreasonably delay making an election in respect thereof; (i) enter into not (i) propose to abandon any Contract Company Well, or (ii) agree to abandon any Company Well without first consulting with Purchaser; (j) keep Purchaser reasonably apprised of any drilling, re-drilling, completion or other material field operations proposed or conducted with respect to any Company Assets; (k) (i) forward to Purchaser any production information and lease operating statements received by Seller or the Companies after the Execution Date from any third party that can be forwarded to the extent not requiring Seller or any Company to incur any Damages or break confidence with any applicable Person (provided that Seller shall use commercially reasonable efforts to request and obtain any consents or waivers necessary for Purchaser to access such information, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages), and (ii) without incurring any Damages or cost, use its commercially reasonable efforts to seek all production information reasonably requested by Purchaser for Seller to seek from a third party operator that Seller has the right to obtain from such third party operator and provide such information to Purchaser upon receipt; (l) notify Purchaser if any Company Lease terminates promptly upon learning of such termination; (m) to the extent that the applicable Governmental Authority does not request Seller or the applicable Company to not disclose such matter, advise Purchaser of any material notices from any Governmental Authority with respect to idle iron obligations or directives or financial assurance obligations to the extent pertaining to the Company Assets; (n) promptly notify Purchaser of any proposed unitization, communitization and/or similar arrangements and/or applications or any well proposals of which Seller or any Company becomes aware, and Seller and such Company will not protest such proposed unitization, communitization and/or similar arrangement and/or application without Purchaser’s prior written consent; (o) other than as provided in (i) above, not agree to participate in any operations with respect to the Company Assets for which Purchaser would survive be responsible after Closing, other than transactions in the Closingnormal, usual and customary manner, of a nature and in an amount not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate, consistent with past practices employed by such Person with respect to the Company Assets; (p) not take, nor permit any of its Affiliates (or authorize any investment banker, financial advisor, attorney, accountant or other Person retained by, acting for or on behalf of Seller, any Company or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage or negotiate any offer or inquiry from any Person concerning the direct or indirect acquisition of Seller, a Company or the Company Assets by any Person other than Purchaser or its Affiliates; and (jq) agree, whether in writing or otherwise, not commit to do any act prohibited by the foregoing clauses of this Section 5.2. Requests for approval or consent of any action restricted by this Section 5.2 shall be delivered to the foregoing.following individual, who shall promptly respond to such request, and who shall not unreasonably withhold, condition, or delay the granting of such request (except with respect to clause (a) or (p) of this Section 5.2 or to the extent related to these clauses, clause (q) of this

Operation of Business. Until During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, Sellers Seller agrees (except to the extent that the other shall use commercially reasonable efforts, except as otherwise required, authorized consent in writing or restricted pursuant to an Order of the Bankruptcy Courtthis Agreement shall otherwise require), to operate carry on the Business business of Seller in the Ordinary Course of Business. Sellers shall usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use commercially all reasonable efforts consistent with past practice and policies to (A) preserve intact their respective the present business organizationsorganization, (B) maintain the Business, (C) keep available the services of their respective the present officers and employeeskey employees and, (D) maintain satisfactory except as or this Agreement shall otherwise require, preserve their relationships with customers, suppliers, distributors, licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships dealings with Sellers in connection it, all with the operation goal of preserving unimpaired the Business its goodwill and (E) pay all ongoing businesses at the Closing. Seller shall promptly notify Parent of their post-petition obligations any event or occurrence or emergency not in the Ordinary Course ordinary course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoingits business, and except (i) any material event involving it. Except as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may Seller shall not, without the prior written consent of BuyerParent: (a) modify Enter into any commitment or transaction not in the ordinary course of business. (i) Sell or enter into any manner license agreement with respect to Seller Intellectual Property with any person or entity or (ii) buy or enter into any license agreement with respect to the compensation Intellectual Property of any of the Employees, person or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Businessentity; (c) sell, lease Transfer to any person or otherwise dispose of, mortgage, hypothecate or otherwise encumber entity any Purchased Asset rights to Seller Intellectual Property (other than pursuant to end user licenses in the Ordinary Course ordinary course of Businessbusiness); (d) fail Enter into or amend any agreements pursuant to pay which any required filingother party is granted marketing, processing distribution or other fee, and use commercially reasonable efforts similar rights of any type or scope with respect to maintain the validity any products or technology of Sellers’ rights in, to or under any Purchased Intellectual PropertySeller; (e) fail Enter into or amend any Contract pursuant to use commercially reasonable efforts which any other party is granted marketing, distribution or similar rights of any type or scope with respect to maintain all Permits any products or technology of Sellers, including those used in the operation of the BusinessSeller; (f) make any unusual Amend or extraordinary efforts otherwise modify (or agree to collect any outstanding accounts receivable or intercompany obligationdo so), liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business except in the Ordinary Course ordinary course of Business and make any sales business, or violate the terms of, any of the Contracts set forth or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partydescribed in Seller Disclosure Letter; (g) engage in Commence any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personlitigation; (h) Declare, set aside or pay any dividends on or make any change other distributions (whether in their method cash, stock or property) in respect of accountingany of its capital stock, except or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in accordance respect of, in lieu of or in substitution for shares of capital stock of Seller, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock (or options, warrants or other rights exercisable therefor, other than the surrender of presently outstanding Seller Options or warrants in connection with GAAPthe exercise thereof); (i) enter into Except for the issuance of shares of Seller Capital Stock upon exercise or conversion of presently outstanding Seller Options or warrants, issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Contract that would survive the Closing; andshares of its capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (j) agreeCause or permit any amendments to its articles of incorporation or bylaws or other organizational documents; provided, whether however, that with respect to this Section 5.1(j), the prior written consent of Parent shall not be unreasonably withheld; (k) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Seller; (l) Sell, lease, license or otherwise dispose of any of its properties or assets, except in the ordinary course of business; (m) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities of Seller or guarantee any debt securities of others; (n) Grant any loans to others or purchase debt securities of others or amend the terms of any outstanding loan agreement except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (o) Grant any severance or termination pay (i) to any director or officer or (ii) to any other employee except payments disclosed in Seller Disclosure Letter; (p) Adopt or amend any employee benefit plan, or enter into any employment contract, pay or agree to pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its employees; (q) Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (r) Take any action to accelerate or modify the vesting of any options, warrants, restricted stock or other rights to acquire shares of the capital stock of Seller or take any action that could jeopardize the tax-free reorganization hereunder; (s) Pay, discharge or satisfy, in an amount in excess of $10,000, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Financial Statements (or the notes thereto); (t) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (u) Enter into any strategic alliance or joint marketing arrangement or agreement; (v) Hire or terminate employees or encourage employees to resign other than in the ordinary course of business; (w) Take, or agree in writing or otherwiseotherwise to take, to do any of the foregoingactions described in Sections 5.1(a) through (v) above, or any other action that would prevent Seller from performing or cause Seller not to perform its covenants hereunder.

Operation of Business. Until (a) Except as contemplated by this Agreement, during the Closingperiod from the date of this Agreement until the Closing Date, Sellers the Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant commercial efforts to an Order conduct the operations of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingordinary course. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateClosing, Sellers may the Seller shall not, without the prior written consent of the Buyer: (ai) modify sell, assign or transfer any portion of the Acquired Assets in a single transaction or series of related transactions in an amount in excess of $10,000, except for sales in the Ordinary Course of Business and sales, assignments or transfers of assets not used or useful in the Business; (ii) incur or guarantee any manner indebtedness for borrowed money relating exclusively or primarily to the Business; (iii) grant any rights to severance benefits, “stay pay” or termination pay to any Business Employee or increase the compensation or other benefits payable or potentially payable to any Business Employee under any previously existing severance benefits, “stay-pay” or termination pay arrangements; (iv) make any capital expenditures or commitments therefor relating exclusively or primarily to the Business in an amount in excess of any of $10,000 in the Employeesaggregate, or accelerate the payment of any such compensation (other than except in the Ordinary Course of Business or in accordance with the Business’ capital expenditure budget included in the Disclosure Schedule; (v) acquire any operating business, whether by merger, stock purchase or asset purchase (except for any such that business which will not become part of the liability associated with such modification is excluded from the Assumed LiabilitiesBusiness); (bvi) engage enter into any new Employee other than in Employment Agreement, compensation agreement or deferred compensation agreement (or any amendment to any such existing agreement) with any Business Employee; (vii) materially amend the terms of any existing Business Benefit Plan, except as required by law and as disclosed on the Disclosure Schedule; (viii) materially change its accounting principles, methods or practices insofar as they relate to the Business; (ix) enter into any contract or agreement relating exclusively or primarily to the Business outside the Ordinary Course of Business;; or (x) agree in writing or otherwise to take any of the foregoing actions. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Seller shall be permitted to (i) accept capital contributions and loans from any of the Seller’s Affiliates, none of which shall be included in the Assumed Liabilities, and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to the Seller’s Affiliates. (c) sellDuring the period from the date of this Agreement until the Closing Date, lease or otherwise dispose ofthe Seller shall, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail with respect to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP;: (i) enter into any Contract use its reasonable best efforts, with respect to the Business, to keep available the services of its employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (ii) confer with the Buyer prior to implementing operational decisions of a material nature; (iii) otherwise confer with the Buyer by telephone or email on a weekly basis concerning the status of its business, operations and finances; (iv) make no material changes in personnel at the level of supervisor, manager or higher without prior consultation with the Buyer; (v) maintain the Acquired Assets in a state of repair and condition that would survive is consistent with the Closingrequirements and normal conduct of the Business; and (jvi) agree, whether continue in writing or otherwise, to do any of full force and effect the foregoinginsurance coverage under the policies.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable effortsClosing Date, except as otherwise requiredcontemplated by this Agreement, authorized or restricted pursuant to an Order except as set forth in Section 5.3 of the Bankruptcy CourtSeller Disclosure Schedule, or as otherwise consented to by the Buyer in writing, the Seller will not engage in any practice, take any action, or enter into any transaction with respect to the conduct of the Business outside the Ordinary Course of Business, and will continue to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts Business to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its current relationships with licensees, licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships dealings with Sellers it, and maintain the Acquired Assets, at its expense, in connection with substantially the operation same condition as their condition on the date hereof; provided, however, that the Seller may take any actions required of the Business Seller in order to comply with its obligations under the Plan of Reorganization, including the filing, settlement and (E) pay all payment of their postclaim-petition obligations related liability from the Claims Fund under the Plan of Reorganization, regardless of whether such actions are in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided set forth in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order Section 5.3 of the Bankruptcy CourtSeller Disclosure Schedule, on or prior to during such period, the Closing Date, Sellers may not, without the prior written consent of BuyerSeller: (a) modify in Shall not make, declare or authorize any manner the compensation dividends or other distributions to its Stockholders or any other Person or issue or grant any options, warrants, shares of Seller Common Stock, shares of preferred stock or any of the Employees, other security or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)instrument convertible into a security; (b) engage Shall not take any new Employee other than in action or permit any action to be taken which would cause a material breach of any of the Ordinary Course of Businessrepresentations and warranties contained herein (as if made on the date such action was taken); (c) sellShall not make any distribution, lease incur any Liability or otherwise dispose of, mortgage, hypothecate enter into any transaction or otherwise encumber series of transactions which would in any Purchased Asset (other than in way impair the Ordinary Course of Business)Buyer’s ability to use the Acquired Assets after the Closing; (d) fail Shall not pledge or subject to pay any required filing, processing Lien or other fee, and use commercially reasonable efforts to maintain encumbrance any of the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyAcquired Assets; (e) fail Shall not sell or transfer, or agree to use commercially reasonable efforts sell or transfer, any of the Acquired Assets, other than as provided herein and other than the assets comprising the Long Distance Business or as set forth on Schedule 5.3(e); (f) Shall not take any action that would materially adversely affect its relations with, or the Buyer’s prospective relations with, any customers of the Seller; (g) Shall maintain its current or substantially similar insurance on the Acquired Assets; (h) Shall comply in all material respects with all laws, rules and regulations, as they relate to maintain all Permits of Sellers, including those used in the operation of Acquired Assets and the Business; (fi) make Shall not enter into any unusual contract or extraordinary efforts to collect contracts that will require an expenditure of more than $5,000 individually or $100,000 in the aggregate and shall not amend, modify or cancel any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or IndebtednessContractual Obligation, other than the usual discounts given by the Business amendments, modifications and cancellations that individually and in the Ordinary Course of Business and make any sales of, aggregate will not have a Seller Material Adverse Effect or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyas set forth on Schedule 5.3(i); (gj) engage in Shall not take any transaction action which would interfere with any Affiliatethe ability of the Seller to perform, subsidiaryor which would prevent performance of, shareholder, officer or director of any Seller (other than in this Agreement and the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Persontransactions contemplated thereby; (hk) make Shall promptly satisfy all its obligations as they become due under any change in their method of accounting, except in accordance Contractual Obligation and with GAAP; (i) enter into any Contract that would survive the Closingrespect to other current liabilities; and (jl) agreeShall take all actions reasonably requested by the Buyer to transfer all or any part of the Business and the Acquired Assets to the Buyer at the Closing. For the sake of clarity and notwithstanding anything to the contrary contained elsewhere in this Agreement, whether the Buyer shall have the right to approve in writing any amendment to the LD Sale Agreement and any transaction prior to its consummation relating to the sale of any assets which comprise or otherwise, otherwise relate to do any of the foregoingLong Distance Business.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except Except as otherwise required, authorized contemplated by this Agreement or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business as set forth in the Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, (a) Seller will conduct its operations according to its Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizationsBusiness and consistent with past practice, (Bb) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets Seller will not enter into any material transaction other than in the Ordinary Course of Business until Closingand consistent with past practice, and (c) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, Seller will seek to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided permitted in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateEffective Time, Sellers may Seller will not, without the prior written consent of BuyerBCC: (a) modify Except for the issuance of shares of Seller Stock to these parties listed and in the amounts listed on the attached Part 8.3(a) of the Disclosure Schedule upon the exercise of certain Rights Against Seller Stock, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other Encumbrance of (i) any manner additional shares of its capital stock of any class (including the Seller Stock), or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock, or (ii) any other securities in respect of, in lieu of or in substitution for Seller Stock outstanding on the date hereof; (b) Except for the extinguishment or conversion of Rights Against Seller Stock prior to Closing, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding securities (including the Seller Stock); (c) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to the Seller's Stockholders in their capacity as such; (i) grant any increases in the compensation of any of the Employeesits directors, officers or accelerate the payment of any such compensation key employees, (other than in the Ordinary Course of Business ii) pay or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail agree to pay any required filingpension, processing retirement allowance or other feeemployee benefit not required or contemplated by any employee benefit plan as in effect on the date hereof to any such director, and use commercially reasonable efforts officer or key employee, whether past or present, (iii) enter into any new, or amend any existing, employment agreement with any such director, officer or key employee, (iv) enter into any new, or amend any existing, severance agreement with any such director, officer or key employee, or (v) except as may be required to maintain the validity of Sellers’ rights incomply with applicable law, to amend any existing, or become obligated under any Purchased Intellectual Propertynew, employee benefit plan; (e) fail to use commercially reasonable efforts to maintain all Permits adopt a plan of Sellerscomplete or partial liquidation, including those used in dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Seller (other than the operation of the BusinessMerger); (f) make any unusual acquisition, by means of merger, consolidation or extraordinary efforts to collect otherwise, of (i) any outstanding accounts receivable direct or intercompany obligation, liability indirect ownership interest in or Indebtedness, give assets comprising any discounts business enterprise or concessions for early payment of such accounts receivable operation or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business (ii) except in the Ordinary Course of Business and make any sales of, or convey any interest inconsistent with past practice, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyother assets in excess of $10,000; (g) engage adopt any amendments to its charter or Bylaws; (h) incur any indebtedness for borrowed money or guarantee any such indebtedness except for drawings not to exceed $100,000 in any transaction with any Affiliate, subsidiary, shareholder, officer or director the aggregate between execution of any Seller (other than this Agreement and the Effective Time under Seller's existing credit agreements in the Ordinary Course of Business), incur Business consistent with past practice or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accountingloans, except in accordance with GAAPadvances or capital contributions to, or investments in, any other Person; (i) enter into engage in the conduct of any Contract that would survive business the Closing; andnature of which is different than the business Seller is currently engaged in; (j) agreeenter into any agreement providing for acceleration of payment or performance or other consequence as a result of a change of control of Seller or its Subsidiaries; (k) enter into any contract, whether in writing arrangement or otherwiseunderstanding requiring the purchase of equipment, materials, supplies or services over a period greater than 12 months and for the expenditure of greater than $10,000 per year which is not cancelable without penalty on 30 days' or less notice; or (l) authorize or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Operation of Business. Until RARE shall, and as applicable shall cause the Closingother Seller and the Transferred Subsidiaries to, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant continue until the Closing to an Order of the Bankruptcy Court, to operate conduct the Business in substantially the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizationssame manner as heretofore conducted, (B) maintain the Businessand, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without without limiting the generality of the foregoing, (a) shall, and except unless otherwise provided in this Agreement: (i) as otherwise expressly provided perform in all material respects all Contracts in relation to the Business which by their terms require performance by any Seller or contemplated by this Agreement, or Transferred Subsidiary; (ii) requireduse their commercially reasonable efforts to preserve, authorized or restricted pursuant in the aggregate and in all material respects, their respective properties and operations related to an Order the Business and relationships of the Bankruptcy CourtBusiness with employees, on suppliers, customers and other Persons with whom the Business has material commercial dealings (including using commercially reasonable efforts to renew, extend or replace any Material Contracts or Shared Contracts necessary or useful to the Business that by their terms otherwise would expire prior to the Closing Date, Sellers may not, without the prior written consent of Buyer:); (aiii) modify in any manner keep all insurance policies with respect to the compensation of any of the EmployeesBusiness, or accelerate the payment of any such compensation (other than comparable replacements, in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)full force and effect; (b) engage shall not, unless otherwise expressly approved in writing by Purchaser, which approval shall not be unreasonably delayed, conditioned or withheld: (i) remove or sell, or cause to be removed or sold, any Assets or Subsidiary Assets, except such Personal Property as may be consumed or disposed of in the regular course of the Business or such Real Property Leases as may be transferred from the Sellers or the Transferred Subsidiaries to an Affiliate of the Sellers in accordance with the terms of Section 6.14; (ii) (A) except with respect to increases of compensation in the ordinary course of business consistent with past practice, increase in any manner the rate of compensation or benefits of any Business Employee, except as may be required under applicable Law or any Contract as in effect on the date hereof, or such increases with respect to Business Employees that both before and after such increase will not be paid total annual compensation that exceeds $100,000 and in no event shall any such increase result in a greater than 10% increase in any Business Employee’s total annual compensation; (B) enter into, adopt or amend any employment, bonus (except as provided herein), collective bargaining or severance Contract (other than employment Contracts for persons with the title of Managing Partner entered into in the ordinary course of business consistent with past practice) or adopt any new Employee other than Benefit Plan applicable to Business Employees; or (C) hire or create any new position with respect to the Business with annual compensation in the Ordinary Course excess of Business$75,000 per year; (cA) sellstart litigation or arbitration proceedings related to the Business except in the ordinary course of business; or (B) compromise, lease settle, release or otherwise dispose of, mortgage, hypothecate discharge any litigation or otherwise encumber any Purchased Asset (arbitration proceedings related to the Business other than litigation or arbitration proceedings that are settled or compromised for aggregate payments by the Business and the Transferred Subsidiaries that do not exceed $50,000 individually or $100,000 in the Ordinary Course aggregate, to the extent such payments are not covered by insurance; (iv) enter into any Contract, written or oral, in relation to the Business potentially binding Purchaser or any Transferred Subsidiary after the transfer of Businessthe Assets to it, except usual and ordinary commitments for the purchase of goods and services (which shall not include capital expenditures in excess of $100,000 individually or in the aggregate); (dv) fail to pay enter into or materially amend or modify any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyContract that would constitute a Material Contract; (evi) fail cause or permit either Transferred Subsidiary to use commercially reasonable efforts to maintain all Permits (a) make, change or revoke any material election in respect of SellersTaxes, including those used (b) adopt or change any material accounting method in the operation respect of the Business; Taxes, (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (ic) enter into any Contract that would survive Tax allocation, sharing, indemnity or similar agreement, or (d) settle or compromise any material claim, notice, audit, deficiency, or assessment in respect of Taxes if such settlement or compromise could adversely affect such Transferred Subsidiary with respect to any taxable period beginning on or after the Closing; andClosing Date; (jvii) agree, whether distribute coupons or promotional offers other than in writing a manner that is consistent with past practices; or (viii) agree or otherwise, commit to do take any of the foregoingforegoing actions.

Operation of Business. Until During the ClosingInterim Period, Sellers shall use commercially reasonable effortscause the Company, except as otherwise required, authorized or restricted pursuant to an Order of and the Bankruptcy CourtCompany agrees, to operate and maintain the Business Projects in the Ordinary Course ordinary course consistent with Good Engineering Practices (including the continued scheduling and performance of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizationsregular and customary maintenance and maintenance overhauls), (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection unless otherwise contemplated by this Agreement or with the operation prior written consent of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue Buyer such consent to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingbe requested or provided only if consistent with applicable laws. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may notneither Seller shall, without prior approval from the prior written consent of Buyer:, during the Interim Period, cause or permit the Company to, nor shall the Company (where applicable): (a) modify in amend its organizational documents or any manner the compensation of any recapitalization, reorganization, liquidation, dissolution or winding up of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)Company; (b) engage any new Employee other than except as provided in the Ordinary Course of BusinessSellers Omnibus Agreement, issue any Equity Interests; (c) sell, lease (as lessor), transfer or otherwise dispose of, mortgageany Assets, hypothecate or otherwise encumber any Purchased Asset (other than as used, consumed or replaced in the Ordinary Course ordinary course of Business)business consistent with Good Engineering Practices, or materially encumber, pledge, mortgage or suffer to be imposed on any Assets any material encumbrance other than Permitted Encumbrances; (d) terminate, materially amend, permit the lapse of or fail to pay renew or otherwise materially modify any material Project Contract or Permit other than in the ordinary course of business, as required filingby any Governmental Authority, processing as may be required in connection with any applicable Law, or other fee, and use commercially reasonable efforts to maintain the validity of as may be required in connection with transferring Sellers’ rights in, or obligations thereunder to or under any Purchased Intellectual PropertyBuyer pursuant to this Agreement; (e) fail enter into or assign any Project Contract requiring payments by or to use commercially reasonable efforts to maintain all Permits the Company in excess of Sellers$250,000 or, including those used except as set forth on Schedule 6.3(e), incur Indebtedness in an aggregate principal amount exceeding $250,000 that would remain outstanding after the Closing, other than (i) in the operation ordinary course of the BusinessCompany’s business or (ii) in response to an Emergency Situation; (f) make any unusual Tax election or extraordinary efforts revoke any Tax election, change the method of Tax accounting, amend any Tax Return, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, consent to collect any outstanding accounts receivable extension or intercompany obligationwaiver of the limitation period applicable to any claim or assessment in respect of Taxes, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness other agreement with respect to any third partyan amount of Taxes in excess of $10,000.00; (g) engage in elect to be taxed as a corporation for federal or any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personstate income Tax purposes; (h) make any change expenditure to operate and maintain the Projects in their method excess of accounting$250,000 per individual expenditure, except other than (i) in accordance with GAAPthe ordinary course of the Company’s business or (ii) in response to an Emergency Situation; (i) enter into make any Contract capital expenditure in excess of $250,000 per individual expenditure that would survive is not in accordance with the Closing; andCapital Commitments, except for (i) those capital expenditures necessitated by Good Engineering Practice, with respect to which Sellers shall advise Buyer of the proposed incurrence thereof not less than ten days prior to the time the capital expenditures are to be made, (ii) capital expenditures made in the ordinary course of the Company’s business and (iii) capital expenditures made in response to an Emergency Situation; (j) agreeexcept as set forth in Schedule 6.3(j), whether hire or engage any Person as an employee or service provider of the Company; or make any wage or benefit adjustment for any Person performing services for the Company, except as required by applicable Laws; (k) change any of its financial accounting methods, policies or practices, except as required by GAAP; 20 (l) make any loans or advances to any Person, or make any guarantee for the benefit of any Person; (m) declare, make or pay any dividends or equity distributions to Sellers, or pay any other return of or on the capital investments of Sellers in writing the Company, including any payment of principal of or otherwiseinterest on the Demand Notes other than (i) as provided in the Sellers Omnibus Agreement, and (ii) the transfer by the Company pursuant to the terms of the Backup Agreement of all of its right, title and interest in and to the Account; (n) except as set forth on Schedule 6.3(n), pay, discharge, settle, satisfy or compromise any (i) liabilities or obligations, except in the ordinary course of business, or (ii) claims or any actions or proceedings or otherwise waive any rights, which in either case would result in a Material Adverse Effect on the Company or any Project; (o) acquire, merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any assets or business of, any Person or any other business organization or division thereof; (p) enter into any agreement, or otherwise become obligated, to do take any of the foregoingforegoing actions; or (q) make any material change to the timing, duration, scope, cost or nature of any scheduled outage for the Projects. With respect to the actions, events and occurrences described in clauses (e), (h), (i), (j) and (n) above, Sellers shall promptly notify Buyer of any Emergency Situation that excuses Sellers from obtaining Buyer’s approval thereunder, which notice shall include Sellers’ proposed response to that Emergency Situation and a good faith estimate of the cost of Sellers’ proposed response. Buyer may, in its sole discretion, propose an alternative response to such Emergency Situation, in all cases within 24 hours of receipt of Sellers’ notice and proposal. If Sellers conclude in good faith that Buyer’s alternative proposal for such Emergency Situation conforms to Good Engineering Practices and that such proposal can be implemented within a time period, at a cost and with a likelihood of success better than or comparable to Sellers’ original proposal, then Sellers shall implement Buyer’s alternative proposal for such Emergency Situation without further action required. If Buyer fails to propose an alternative response to such Emergency Situation as described above within 24 hours of receipt of Sellers’ notice and proposal or if Sellers conclude in good faith that (i) Buyer’s alternative proposal for such Emergency Situation does not conform to Good Engineering Practices or (ii) such proposal cannot be implemented within a time period, at a cost and with a likelihood of success better than or comparable to Sellers’ original proposal, then Sellers shall implement Sellers’ proposed response for such Emergency Situation without further action required. The parties acknowledge and agree that (i) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations during the Interim Period and prior to the Closing Date, (ii) prior to the Closing Date, the Sellers and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the Company’s operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Buyer will be required with respect to any matter set forth in the Agreement to the extent the requirement of such consent would violate any applicable laws.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except Except as otherwise required, authorized or restricted pursuant to an Order set forth in Section 6.2 of the Bankruptcy CourtCompany Disclosure Letter or ------------ otherwise expressly contemplated by this Agreement during the period from the date hereof to the Effective Time, to operate the Business in Company will and will cause each of the Ordinary Course of Business. Sellers shall use commercially reasonable efforts Acquired Subsidiaries to (Ai) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets conduct its operations in the Ordinary Course of Business until Closingand, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, (ii) use its best efforts to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it with the intention that its goodwill and ongoing businesses shall be unimpaired at the Effective Time, and (iii) continue to take all reasonable action that may be necessary or advisable to protect and preserve its Intellectual Property. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateEffective Time, Sellers may notneither the Company nor any of the Acquired Subsidiaries will, without the prior written consent of BuyerParent: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)amend its Organizational Documents; (b) engage authorize for issuance, issue, sell, deliver or agree to commit to issue, sell or deliver (whether through the issuance or granting of Equity Commitments or otherwise) any new Employee stock of any class or any other than in debt or equity securities or equity equivalents (including any stock options or stock appreciation rights), except for the Ordinary Course issuance and sale of BusinessShares pursuant to the exercise of Options granted prior to the date hereof; (c) sellsplit, lease combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise dispose ofmake any payments to stockholders in their capacity as such, mortgage, hypothecate or redeem or otherwise encumber acquire any Purchased Asset (other than in of its securities or any securities of any of the Ordinary Course of Business)Acquired Subsidiaries; (d) fail to pay any required filingadopt a plan of complete or partial liquidation, processing dissolution, merger, consolidation, restructuring, recapitalization or other fee, and use commercially reasonable efforts to maintain reorganization of any Acquired Entity (other than the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyMerger); (e) fail to use commercially reasonable efforts to maintain all Permits alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of Sellers, including those used in the operation of the Businessany Acquired Subsidiary; (f) make (i) incur or assume any unusual long-term or extraordinary efforts to collect short-term debt or issue any outstanding accounts receivable or intercompany obligationdebt securities in each case, liability or Indebtedness, give any discounts or concessions except for early payment borrowings under existing lines of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business credit in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Company's Ordinary Course of Business), incur or assume modify or agree to any long term or short term debt with or on behalf amendment of the terms of any such Person or of the foregoing; (ii) assume, guarantee, endorse or otherwise be become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personother Person except for obligations of an Acquired Subsidiary incurred in the Company's Ordinary Course of Business; (iii) make any loans, advances or capital contributions to or investments in any other Person (other than to an Acquired Subsidiary) or customary loans or advances to employees in each case in the Ordinary Course of Business ; (iv) pledge or otherwise create or suffer to exist any Encumbrance with respect to shares of capital stock of the Company or an Acquired Subsidiary (other than pursuant to Security Interests pursuant to certain existing lines of credit under the Loan and Security Agreement(s) dated June 8, 2000 between the Company and Silicon Valley Bank, as amended (the "Credit Facility")), or (v) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any other Encumbrance thereupon other than pursuant to Security Interests under the Credit Facility; (g) except for (i) increases in salary, wages and benefits of employees of the Company or its Subsidiaries (other than officers and directors of the Company) in accordance with past practices and (ii) increases in salary, wages and benefits granted to employees of the Company or its Subsidiaries (other than officers and directors of the Company) in conjunction with promotions or other changes in job status consistent with past practice or required under existing agreements, except as may be required by applicable Law, enter into, adopt or amend or terminate any bonus, special remuneration, compensation, severance, stock option, stock purchase agreement, retirement, health, life, or disability insurance, severance or other employee benefit plan agreement, trust, fund or other arrangement for the benefit or welfare of any director, officer, employee or consultant in any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units); (h) make grant any change in their method of accountingseverance or termination pay to any director, officer, employee or consultant, except payments made pursuant to written agreements outstanding on the date hereof, the terms of which are completely and correctly disclosed in accordance with GAAPthe Company Disclosure Letter and copies of which have been provided to Parent, or as required by applicable federal, state or local law or regulations; (i) exercise its discretion or otherwise voluntarily accelerate the vesting of any Option as a result of the Merger, or otherwise; (j) (i) acquire, sell, lease, license, transfer or otherwise dispose of any material assets in any single transaction or series of related transactions (including in any transaction or series of related transactions having a fair market value in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate), other than sales of its products in the Ordinary Course of Business, (ii) enter into any exclusive license, distribution, marketing, sales or other agreement, or (iii) sell, transfer (other than non-exclusive licenses entered into in the Ordinary Course of Business of the applicable Acquired Entity) or otherwise dispose of any Intellectual Property; (k) except as may be required as a result of a change in applicable Law or in GAAP, change any of the accounting principles, practices or methods used by it; (l) revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable; (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other entity or division thereof or any equity interest therein; (ii) enter into any Contract having a term in excess of six (6) months, or any other material Contract; (iii) amend, modify or waive any material right under any material Contract of the Company or any of the Acquired Subsidiaries; (iv) modify, in any material respect, its standard warranty terms for its products or amend or modify any product warranties in effect as of the date hereof in any manner that would survive is adverse to the ClosingCompany or any of the Acquired Subsidiaries; and(v) authorize any new capital expenditure or expenditures in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate in any calendar quarter; or (vi) authorize any new or additional manufacturing capacity expenditure or new expenditures for any manufacturing capacity Contracts or arrangements; (jn) agreemake or revoke any material tax election or settle or compromise any income tax liability in excess of Twenty-Five Thousand Dollars ($25,000) or permit any Insurance Policy to expire, whether or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Parent is obtained and in effect; (o) fail to file any Tax Returns when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (p) fail to pay any Taxes or other material debts when due unless being contested in good faith and promptly disclosed to Parent; (q) settle or compromise any pending or Threatened suit, action or claim that (i) relates to the Transactions contemplated hereby or (ii) the settlement or compromise of which would involve more than Fifteen Thousand Dollars ($15,000) or (iii) that (A) would otherwise be material to the Company and the Acquired Subsidiaries or (B) relates to any Intellectual Property matters; (r) except for this Agreement and the transactions expressly contemplated hereby, take any action or fail to take any action that could (i) limit the utilization of any of the net operating losses, built-in losses, tax credits or other similar items of the Acquired Entities under Section 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder, or (ii) cause any transaction in which any Acquired Entity was a party that was intended to be treated as a reorganization under Section 368(a) of the Code to fail to qualify as a reorganization under Section 368(a) of the Code; (s) accelerate the collection of receivables or defer the payment of payables, or modify the payment terms of any receivables or payables, other than immaterial changes in a manner consistent with prudent business practice and after prior consultation with Parent; (t) sell, securitize, factor or otherwise transfer any accounts receivable; or (u) take or agree in writing or otherwise, otherwise to do take any of the foregoingactions described in Sections 6.2(a) through 6.2(t) (and it shall not take any action ------------------------------ that would make any of the representations or warranties of the Company contained in this Agreement (including the exhibits hereto) untrue or incorrect).

Operation of Business. Until From the date hereof until the Closing, Sellers the Company shall, and the Company shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order cause each of the Bankruptcy CourtActive Subsidiaries to, to operate the Business conduct their respective businesses in the Ordinary Course of Business. Sellers shall Business and to use commercially their reasonable best efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers organizations and employees, (D) maintain satisfactory relationships with licensors, licensees, third parties and to preserve the goodwill of the suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection relations with the operation Company or such Subsidiaries. Neither the Company nor its Subsidiaries shall (x) take or agree or commit to take any action that would make any representation and warranty set forth in Article III hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Business and Closing, or (Ey) pay all of their post-petition obligations omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingany respect at any such time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, Agreement or (ii) required, authorized or restricted pursuant to an Order described on Section 5.3 of the Bankruptcy Court, on Disclosure Schedule or prior to the Closing Date, Sellers may not, without with the prior written consent of Buyerthe Purchasers Representative, from the date hereof until the Closing, each of the Company and its Subsidiaries shall: (a) modify in any manner the compensation not sell, assign, transfer, convey, pledge, mortgage, lease, license or otherwise dispose of or encumber any of the Employeesits assets (including any Intellectual Property), or accelerate the payment of any such compensation (interests therein, other than in the Ordinary Course sale of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business inventory in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyconsistent with past practice; (gb) engage not make any material change in its methods of management, marketing, accounting or operating (or practices relating to payments); (c) report periodically to the Purchasers Representative concerning the status of its business, its assets and its operations and finances, including monthly consolidated and consolidating financial statements delivered on a timely basis; (d) continue all of its existing policies of insurance (or comparable insurance) in full force and effect and at least at such levels as are in effect on the date hereof, up to and including the Closing Date (and not cancel any such insurance or take, or fail to take, any action that would enable the insurers under such policies to avoid liability for claims arising out of occurrences prior to the Closing Date); (e) not enter into any transaction with or make or enter into any Affiliate, subsidiary, shareholder, officer contract or director of commitment or amend or terminate any Seller (other than material contract or commitment which is not in the Ordinary Course of Business), consistent with past practice; (f) not incur any obligation or assume any long term Liability, whether absolute, fixed or short term debt contingent, except in the Ordinary Course of Business and consistent with or on behalf of any such Person or guaranteepast practice; (g) not sell, endorse transfer, license or otherwise be liable dispose of, or responsible (whether directlyagree to sell, indirectlytransfer, contingently license or otherwise) for the obligations otherwise dispose of, or permit to lapse any of any such Personits Intellectual Property; (h) make not declare or pay any change dividends in their method respect of accountingits capital stock or redeem, except in accordance with GAAPpurchase or otherwise acquire any of its capital stock; (i) not terminate, discontinue, close or dispose of any plant, facility or business operation; provided, however, that the Company may sell the North Carolina facility currently owned by its Subsidiary, Agrotec Wxxxxxxx, Inc.; (j) not implement any employee layoffs that could implicate the WARN Act; (k) not form, or authorize, issue or sell capital stock or equity securities of, a Subsidiary; (l) not hire or terminate, or make a material change to the compensation of, the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer; (m) not enter into transactions with any Contract related party (other than those conducted as of the date hereof and those that would survive are on terms no less favorable to the ClosingCompany than it could obtain on an arm’s length basis, as reasonably determined by Purchasers Representative); (n) not adopt, or make any material deviations from, its annual budget; (o) not issue any compensatory stock or options; and (jp) agree, whether in writing or otherwise, not enter into an agreement to do any of the foregoing. Notwithstanding the foregoing, the Company may execute and deliver a settlement agreement with Txxxxx Xxxx without the consent of the Purchasers Representative, but only to the extent such settlement agreement is on terms substantially similar to the terms set forth in the term sheet delivered to and agreed upon by the Purchasers Representative prior to the date of such settlement.

Operation of Business. Until (a) Seller agrees that, during the Closing, Sellers shall use commercially reasonable effortsPre-Closing Period, except as contemplated by this Agreement, any Ancillary Agreement or the Transactions, or as otherwise requiredconsented to or approved in advance by Parent or Buyer, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall Seller shall: (i) use all commercially reasonable efforts to (Ai) preserve intact their respective the present business organizationsorganization, reputation, contractual and other arrangements of the Business then under the control of Seller, (Bii) maintain keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice) the services of the present Employees of the Business, (Ciii) keep available maintain the services of their respective officers Purchased Assets in good working order and employeescondition, ordinary wear and tear excepted, (Div) maintain satisfactory relationships with licensors, licenseesthe goodwill of customers, suppliers, contractors, distributors, consultants, customers distributors and others having other Persons to whom Seller sells goods or provides services or with whom Seller otherwise has significant business relationships with Sellers in connection with the operation Business, and (v) continue all current sales, service, marketing, promotional, product development and other activities relating to the Business; (ii) except to the extent required by applicable Law and consistent with past practice, (i) cause the Books and Records of the Business to be maintained in the usual, regular and ordinary manner, and (Eii) pay all of their post-petition obligations not permit any change in any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice, policy or election or Seller that would materially and adversely affect the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute , the Purchased Assets or increase the Assumed Liabilities; (iii) use all commercially reasonable efforts to continue in full force and effect all material insurance policies (or comparable insurance policies) insuring the Ordinary Course of Business until Closing. Without limiting and its Assets; and (iv) comply in all material respects with all Laws and Orders applicable to the generality of the foregoingBusiness, and promptly following receipt thereof deliver to Buyer copies of any written notice received from any Governmental Body or other Person alleging any violation of any such Law or Order. (b) Seller agrees that, during the Pre-Closing Period, except (i) as otherwise expressly provided in or contemplated by this Agreement, the Ancillary Agreements or this Transaction or as otherwise consented to or approved in advance by Parent or Buyer, Seller shall not: (i) Except for any existing benefit plan or program or contract, make any representation or promise, oral or written, to any Employee concerning any employee benefit plan, except for statements as to the rights or accrued benefits of any Employee under the terms of any employee benefit plan or agreements, or otherwise required by Law; (ii) requiredExcept for any existing benefit plan or program or contract, authorized make any increase in the salary, wages or restricted pursuant other compensation (cash, equity or otherwise) of any Employee whose annual salary is or, after giving effect to an Order such change, would be the equivalent individually to in excess of US$50,000 and in the Bankruptcy Courtaggregate in excess of US$100,000; (iii) adopt, on enter into or prior become bound by any employee benefit plan, any employment-related contract or any collective bargaining agreement with respect to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of Business or any of the Employees, or, amending, modifying or accelerate the payment of terminating (partially or completely) any such compensation (other than employee benefit Plan, employment-related contract or collective bargaining agreement, except to the extent required by applicable Law or existing contractual obligation and, in the Ordinary Course of Business or such event compliance with legal requirements presents options, only to the extent that the liability associated option which Seller reasonably believes to be the least costly is chosen, except in the ordinary course of business consistent with such modification is excluded from the Assumed Liabilities)past practice; (biv) engage terminate the employment of any new Employee other than in the Ordinary Course of Business;Employee, except for cause, provided Seller provides notice to Parent or Buyer prior to any such termination, or (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (iv) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do or engage in any of the foregoingforegoing items set forth in this Section 5.1(b). (c) Seller agrees that, during the Pre-Closing Period, except as permitted by this Agreement, the Ancillary Agreements or this Transaction, or as otherwise consented to or approved in advance by Parent or Buyer, Seller shall not: (i) acquire, lease, license or dispose of or agree to acquire lease, license or dispose of any assets that would constitute Purchased Assets hereunder, other than in the ordinary course of business consistent with past practice, or create or incur any material Lien, other than a Permitted Lien, on any assets that would constitute Purchased Assets hereunder; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Business Contract or any Assumed Permit, in each case other than in the ordinary course of business consistent with past practice; (iii) violate, breach or default in any material respect under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or material default under, any term or provision of any Assigned Contract or any Assumed Permit; (iv) make any material changes in the conduct of the Business, except as specifically contemplated or permitted by this Agreement, or any Ancillary Agreement or this Transaction; or (v) enter into any Contract to do or engage in any of the foregoing items set forth in this Section 5.1(c).

Operation of Business. Until Between the Closing, Sellers shall use commercially reasonable effortsdate hereof and the Closing Date, except as otherwise requiredexpressly contemplated hereby or as set forth in Schedule 6.1(3), authorized or restricted pursuant Seller covenants and agrees to an Order of the Bankruptcy Court, to operate conduct the Business only in the Ordinary Course of Business. Sellers shall ordinary course and in a manner consistent with past practice and in compliance with applicable Laws and use its commercially reasonable efforts to (A) preserve intact their respective business organizationsthe present goodwill of Seller and its relationships with customers, (B) maintain suppliers and other Persons related to the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue In addition to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided specifically permitted by any other provisions in or contemplated by this Agreement, or (ii) requiredSeller shall not, authorized or restricted pursuant to an Order of between the Bankruptcy Court, on or prior to date hereof and the Closing Date, Sellers may notdirectly or indirectly, take any of the following actions without the prior written consent of Buyer: (a) modify amend its certificate of organization or operating agreements or other organizational documents or alter through merger, liquidation, reorganization, restructuring or in any manner other fashion the compensation structure or ownership of any of Seller if such amendment or alteration would materially adversely affect the Employees, Assets or accelerate the payment of any such compensation (other than in ability to Seller to consummate the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)transactions contemplated by this Agreement; (b) engage acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any new Employee other than manner, any business or corporation, partnership, joint venture, association or other business organization or division thereof; or any assets that are material, individually or in the Ordinary Course aggregate, to Seller, except purchases in the ordinary course of Businessbusiness consistent with past practice; (c) sell, lease lease, license, mortgage or otherwise encumber or subject to any Encumbrance or otherwise dispose ofof any of the Assets, mortgage, hypothecate except sales or otherwise encumber any Purchased Asset (other than dispositions in the Ordinary Course ordinary course of Business)business consistent with past practice; (d) fail to pay incur any required filingindebtedness for borrowed money or guarantee any such indebtedness of another Person, processing issue or sell any debt securities or warrants or other feerights to acquire any debt securities of Seller, and use commercially reasonable efforts to maintain guarantee any debt securities of another Person, or enter into any arrangement having the validity economic effect of Sellers’ rights inany of the foregoing, to or under any Purchased Intellectual Propertyexcept for borrowings incurred in the ordinary course of business consistent with past practice; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellersenter into, including those used amend, modify or terminate any Specified Contract other than as provided for in Schedule 6.1(3)(e) hereof, except for immaterial changes made in the operation ordinary course of business; (f) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (g) settle or compromise any litigation in which Seller is a defendant (whether or not commenced prior to the date of this Agreement) or settle, pay or compromise any claims not required to be paid, in any such case if doing so will materially adversely affect the Assets or the ability of Seller to consummate the transactions contemplated by this Agreement; (h) modify or amend any existing Insurance Policy with respect to the Assets; (i) make any changes in the existing distribution channels of the Business; (fj) make intentionally take any unusual or extraordinary efforts action that would reasonably be likely to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by have a material adverse effect on the Business in or on the Ordinary Course of Business and make Marks; or (k) authorize any sales of, or convey any interest in, any accounts receivable commit or intercompany obligation, liability or Indebtedness agree to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do take any of the foregoingforegoing actions.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except Except as otherwise requiredspecifically permitted --------------------- by this Agreement, authorized including without limitation Section 10.7, during the period from the date of this Agreement until the Closing (or restricted pursuant such earlier date as this Agreement may be terminated in accordance with Article VII): (a) Subject to an Order the provisions of the Bankruptcy CourtSections 4.4(b) and 4.4(c), to operate Seller shall cause the Business in the Ordinary Course of Business. Sellers shall to use commercially reasonable efforts to (Ai) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets conduct its operations in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant respond prudently to an Order matters affecting the operations of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than not arising in the Ordinary Course of Business; (cb) sellExcept as otherwise specifically set forth in this Agreement, lease or otherwise dispose ofwith the prior written consent of Buyer (which consent shall not be unreasonably withheld, mortgageconditioned or delayed), hypothecate or otherwise encumber any Purchased Asset Seller covenants that it shall: (i) use commercially reasonable efforts to preserve intact the Business and its relationships with those customers, suppliers, Affiliates and other than third parties with whom it is commercially reasonable to do so; (ii) use commercially reasonable efforts to (A) keep available the services of key Business Employees who are not Non-Offered Employees and consultants engaged with respect to the Business; and (B) recruit and hire new employees in the Ordinary Course of Business); provided, however, that, without first consulting with Buyer, Seller shall -------- ------- not hire new employees other than pursuant to offers of employment outstanding on the date hereof; (diii) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity tangible assets of Sellers’ rights inthe Business, to or under any Purchased Intellectual Propertyin the aggregate, in good working order and condition, normal wear and tear excepted; (eiv) fail notify Buyer of any written notice of default received by Seller with respect to any Designated Contract and of any material default becoming known to Seller under any Designated Contract; (v) make payments on its liabilities with respect to the Business to suppliers, employees and trade creditors in the Ordinary Course of Business; (vi) use commercially reasonable efforts to maintain all Permits of Sellers, including those used implement its research and development plan through the Closing Date; (vii) make capital expenditures in the operation Ordinary Course of Business consistent with Seller's plan for capital expenditures; and (viii) maintain its books and records of the Business in accordance in all material respects with its past practices for consolidating the operations of the Business with that of Parents. (c) Except as otherwise specifically permitted in this Agreement or except with the prior written consent of Buyer (which consent, in the case of clauses (iv), (v), (ix), (x) and, to the extent it relates to the foregoing clauses, (xi) below, shall not be unreasonably withheld, conditioned or delayed), Seller covenants that with respect to the Business it shall not: (i) enter into or amend any contract of employment with any employee of the Business providing for annual base compensation equal to or greater than $100,000 or which is not terminable on not more than six months notice without payment of penalty, amend in any material respect or adopt any material Business Benefit Plan of general application that provides pecuniary benefits, or change in any material respect the benefits or compensation of any Transferred Employee whose annual base compensation, together with targeted annual incentive compensation, equals or exceeds $100,000; (ii) make any material change in any pricing policies (including discounting policies), financial reporting practices (except as required by U.S. GAAP or as contemplated by this Agreement) or credit policies, payment practices or accounting methods (except as required by U.S. GAAP ) of the Business; (fiii) make enter into any unusual material contract for the sale of goods or extraordinary efforts services on terms and conditions which differ in any material respect from Seller's standard terms and conditions with respect to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business goods and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyservices; (giv) engage in give any transaction notice of default or breach, or renewal, non-renewal or cancellation to any person or entity with respect to any AffiliateDesignated Contract; (v) enter into any agreement or arrangement which provides for delivery, subsidiarytransfer, shareholder, officer license or director escrow of any Seller (Designated Intellectual Property other than to customers in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (ivi) enter into any Contract that would survive the Closing; andnew material strategic alliance of any kind; (jvii) agreesolicit or intentionally induce any Business Employee who is not a Non-Offered Employee to refuse employment with Buyer; (viii) except as contemplated herein or except for agreements relating to the purchase and sale of goods and services entered into in the Ordinary Course of Business, whether in writing enter into any new agreement or otherwisearrangement with any of its Affiliates which will not be terminated without penalty at or prior to Closing; (ix) commence any cease and desist demands, litigation or other similar proceedings with respect to do the Business; (x) discontinue manufacturing, servicing or supporting any Product; or (xi) enter into any contract, agreement, arrangement or binding commitment with respect to any of the foregoing.

Operation of Business. Until (a) Prior to the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant required in order to an Order comply with the terms of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as Agreement or otherwise expressly provided in or contemplated permitted by this Agreement, Agreement or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may notrequired by applicable Law, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed, the Company and the Sellers will: (ai) modify operate the Company in the Ordinary Course of Business; will not engage in, and will not permit the Company to engage in, any manner practice, take any action, or enter into any transaction which is material to the compensation of any financial condition of the EmployeesCompany and outside the Ordinary Course of Business; (ii) use its commercially reasonable efforts to preserve its current business, operations, organization and goodwill in all material respects, including preserving existing relationships with Persons having business with the Company (including clients and carriers); (iii) use its commercially reasonable efforts to continue to employ its key employees in the Ordinary Course of Business and consistent with its past practices; (iv) maintain (A) other than as a result of a force majeure event, all of the assets and properties of the Company in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the properties and assets of the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain the books, accounts and records of the Company in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing historically customary procedures and working capital practices and without discounting or accelerate the accelerating payment of any such compensation (accounts other than in the Ordinary Course of Business Business, and (C) comply in all material respects with all Licenses and Contracts; and (vi) comply in all material respects with all applicable Laws, including Environmental Licenses and Environmental Laws. (b) Except as otherwise expressly provided in this Agreement, contemplated in Section 6.3(b) of the Disclosure Schedule or such that with the liability associated with such modification is excluded from prior written consent of the Assumed LiabilitiesBuyer, which consent shall not be unreasonably withheld or delayed, the Company and the Sellers shall not: (i) repurchase, redeem or otherwise acquire any outstanding membership units or other securities of, or other ownership interests in, the Company; (ii) transfer, issue, sell or dispose of any membership units or other securities of the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire membership units or other securities of the Company (including any transfer of any of the Units held by the Sellers); (biii) engage effect any recapitalization, reclassification or like change in the capitalization of the Company; (iv) amend the certificate of formation or operating agreement of the Company; (A) materially increase the annual level of compensation of any employee of the Company, except for annual increases and merit increases in the Ordinary Course of Business, (B) grant any new Employee bonus or benefit to any employee, director or consultant of the Company, other than such bonuses or benefits for which the Company will not be responsible after the Closing, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or otherwise modify or amend or terminate any such plan or arrangement that will be binding on the Company after the Closing, except for any such increase, creation, modification, amendment or termination required by the terms of any such benefit plan or arrangement or applicable Law or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the Company is a party or involving a director, officer or employee of the Company in his or her capacity as a director, officer or employee of the Company that will be binding on the Company after the Closing (other than oral employment or consulting agreements terminable without penalty on no more thirty days’ notice); (vi) incur or assume any Company Indebtedness in an amount in excess of $250,000; (vii) permit, allow or suffer to be encumbered by any Security Interest, except for Permitted Liens, any of the properties or assets (whether tangible or intangible) of the Company; (viii) except in the Ordinary Course of Business, acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Company; (ix) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (x) cancel or compromise any debt or claim or waive or release any right under any Material Contract of the Company except in the Ordinary Course of Business; (cxi) sellenter into any commitment for capital expenditures of the Company in excess of $150,000 for any individual commitment and $250,000 for all commitments in the aggregate; (xii) introduce any material change with respect to the operation of the Company, lease including any material change in the types, nature, composition or otherwise dispose ofquality of its products or services, mortgageor, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual change in product specifications or extraordinary efforts to collect any outstanding accounts receivable terms of sale or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment distributions of such accounts receivable products; permit the Company to enter into any transaction or intercompany obligationto enter into, liability modify or Indebtednessrenew any Contract which by reason of its size, other than the usual discounts given by the Business nature or otherwise is not in the Ordinary Course of Business and make Business; provided that such Contract, as so modified or renewed, does not result in a material economic change to such Contract and, provided further that any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partynew Contract does not contain terms that are materially different from those contained in similar Contracts existing as of the date of this Agreement; (gxiii) engage except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, permit the Company to make any transaction investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any AffiliateAffiliate of the Company, subsidiary, shareholderor any director, officer or director employee of the Company; (xiv) make a change in its accounting, methods or policies, except as required by applicable Law; (xv) (A) incur any Seller Taxes outside of the Ordinary Course of Business; (B) change any method of accounting of the Company for Tax purposes; (C) enter into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any Tax or Tax Returns of the Company; (D) surrender a right of the Company to a Tax refund; (E) change an accounting period of the Company with respect to any Tax; (F) file an amended Tax Return; (G) make, change, or revoke any election with respect to Taxes; or (H) extend the applicable statute of limitations with respect to any Taxes (xvi) enter into any Contract, understanding or commitment 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; (xvii) voluntarily terminate, amend, restate, supplement or waive any rights under any Material Contract and License, other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of ; provided that any such Person voluntary termination, amendment, restatement, supplement or guarantee, endorse waiver does not result in a material economic change to such Material Contract or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonLicense; (hxviii) make with respect to any oral Contract, enter into a written Contract to replace such oral Contract or modify or amend the terms of such oral Contract in any manner that results in a material economic change in their method of accounting, except in accordance with GAAP;to such oral Contract; or (ixix) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, agree to do anything prohibited by this Section 6.3(b) or anything which would make any of the foregoingrepresentations and warranties of the Sellers in this Agreement or the Ancillary Documents untrue or incorrect in any material respect.

Operation of Business. Until Except as contemplated by this Agreement and to the Closingextent not inconsistent with the Bankruptcy Code, Sellers shall use commercially reasonable effortsthe operation and information reporting requirements of the Office of United States Trustee (the "UST"), except as otherwise required, authorized and subject to any order or restricted pursuant to an Order direction of the Bankruptcy Court, during the period from the date of this Agreement to the Closing, the Sellers shall operate the Acquired Assets and conduct the Business in the Ordinary Course ordinary course of Business. Sellers shall business consistent with prudent business practices and in compliance with applicable Regulations, and to the extent consistent therewith so as to preserve the current value and integrity of the Business and the Acquired Assets, pay all post-petition Taxes as they become due and payable, maintain inventory, supplies and spare parts at customary operation levels consistent with past operating practices, maintain in full force and effect the existence of all Intellectual Property, maintain insurance on the Acquired Assets (in amounts and types consistent with past practice), and use commercially their respective reasonable best efforts to (A) preserve intact the goodwill and organization of the Business and their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having business relationships dealings with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingthem. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Dateand subject to the requirements of the Bankruptcy Code, the UST, and any Orders entered by the Bankruptcy Court or as otherwise permitted by the DIP Budget substantially in the form attached as EXHIBIT 4.2 hereto (the "DIP BUDGET"), the Sellers may shall not, without and shall cause each of their Affiliates and the prior written consent of Buyer:Sellers' and their Affiliates' officers, directors, shareholders, employees, partners, representatives and agents not to; (a) modify in enter into any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than material Contract which may be included in the Ordinary Course Acquired Assets or make a material change or modification to any existing material Contract included in the Acquired Assets, except for agreements relating to sales of Business or such that inventory and purchase of inventory from suppliers in the liability associated ordinary course of business and consistent with such modification is excluded from the Assumed Liabilities)past practices; (b) engage sell, lease, dispose of or otherwise distribute any new Employee other than of the Acquired Assets, except for agreements relating to sales of inventory and purchase of inventory from suppliers in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices; (c) sell, lease mortgage or otherwise dispose of, mortgage, hypothecate pledge any of the Acquired Assets or otherwise encumber subject any Purchased Asset (Acquired Assets to any Lien other than in the Ordinary Course of Business)Permitted Liens; (d) fail unless agreed to pay by the Purchasers, increase in any required filingmanner the salary, processing bonus, severance or other feecompensation or benefits of any member of management or other employee of the Business, except for any annual and use commercially reasonable efforts usual increase in salary to maintain any employee of the validity Business not a member of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation management of the Business; (e) unless agreed to by the Purchasers, enter into any employment Contract with any employee of the Business, adopt any benefit plan for such employees or amend or modify any existing Employee Benefit Plan for such employees, except for such retention arrangements which the Purchasers shall have no obligations under; (f) make take or omit to take any unusual action that would require disclosure under Article II, or extraordinary efforts to collect that would otherwise result in a breach of any outstanding accounts receivable of the representations, warranties or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given covenants made by the Business Sellers in this Agreement or in any of the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyagreements contemplated hereby; (g) engage in take any transaction with action or omit to take any Affiliate, subsidiary, shareholder, officer action which act or director of any Seller (other than in omission would reasonably be anticipated to have a Material Adverse Effect on the Ordinary Course of Business), incur Business or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonAcquired Assets; (h) make unless agreed to by the Purchasers, cancel, release, waive or compromise any change debt, Claim or right in their method its favor having a value in excess of accounting, except $5,000 other than in accordance connection with GAAP;returns of inventory for credit or replacement in the ordinary cause of business; or (i) enter into any Contract that would survive the Closing; and (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions. Additionally, from the date of this Agreement to the Closing Date, the Sellers shall promptly consult with the Purchasers about any material matters concerning the Acquired Assets or the Business, and (b) if any inquiries or proposals (whether written or oral) of the type described in section 4.8 below are received, the Sellers shall promptly notify the Purchasers of such inquiries and proposals and provide the Purchasers with, among other items or information requested by the Purchasers, copies of any correspondence evidencing or regarding such inquiries or proposals, the name(s) of the party or parties making such inquiries or proposals, the substance of any such inquiries or proposals and the dates that such inquiries and proposals were made to the Sellers. The Sellers agree to cooperate and promptly provide the Purchasers with such other information requested by the Purchasers in connection with any such inquiries or proposals (whether written or oral).

Operation of Business. Until From the Closingdate of this Agreement until the Closing Date, Sellers the Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant cause the Acquired Companies to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets be operated in the Ordinary Course of Business until Closingand to use commercially reasonable efforts to preserve intact the present business organization and personnel of the Acquired Companies, preserve the business relationships of the Acquired Companies with other Persons material to the operation of the Acquired Companies, and not permit any action or omission which would cause any of the representations or warranties of the Acquired Companies contained herein to become inaccurate or any of the covenants of the Acquired Companies to be breached. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided set forth in or contemplated by this AgreementSchedule 5.3, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, and without the prior written consent of the Buyer, the Seller shall cause each of the Acquired Companies to: (a) modify in not incur any manner the compensation of obligation or enter into any of the Employees, or accelerate the payment of any such compensation (other than in Contract outside the Ordinary Course of Business or such that which (i) requires a payment by any party in excess of, or a series of payments which in the liability associated with such modification is excluded from aggregate exceed, One Hundred Thousand Dollars ($100,000.00) and (ii) has a term of, or requires the Assumed Liabilities)performance of any obligations by any of the Acquired Companies over a period in excess of six (6) months; (b) engage not take any new Employee action, or enter into or authorize any Contract or transaction involving more than One Hundred Thousand Dollars ($100,000.00) or outside the Ordinary Course of Business, other than this Transaction; (c) not sell, transfer, convey, assign or otherwise dispose of any of its assets or properties other than in the Ordinary Course of Business; (cd) sellnot waive, lease release or otherwise dispose ofcancel any claims against third parties or debts owing to it, mortgageor any other rights; (e) not make any changes in its accounting systems, hypothecate policies, principles or otherwise encumber practices; (f) not enter into, authorize, or permit any Purchased Asset (transaction with the Seller or any Affiliate thereof, or enter into any Contract relating to compensation or benefits with any Person, or, other than in the Ordinary Course of Business), modify any compensation amounts or levels of any officer or employee; (dg) fail to pay any except as required filingfor this Transaction, processing not change or other fee, and use commercially reasonable efforts to maintain the validity amend its articles of Sellers’ rights in, to incorporation or under any Purchased Intellectual Propertybylaws; (eh) fail not authorize for issuance, issue, sell, deliver or agree or commit to use commercially reasonable efforts issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to maintain all Permits purchase or otherwise) any shares of Sellers, including those used in the operation capital stock or any other securities of any of the BusinessAcquired Companies, or amend any of the terms of any such capital stock or other securities, except as required for this Transaction; (fi) except as required for this Transaction, not split, combine, or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution in property other than cash in respect of its capital stock, or redeem or otherwise acquire any capital stock or other securities of any of the Acquired Companies; (j) not make any unusual borrowings, incur any debt, or extraordinary efforts to collect any outstanding accounts receivable assume, guarantee, endorse (except for the negotiation or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment collection of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business negotiable instruments in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (gconsistent with past practice) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such other Person, or make any payment or repayment in respect of any indebtedness in excess of Twenty-Five Thousand Dollars ($25,000.00) (other than trade payables and accrued expenses in the Ordinary Course of Business and consistent with past practice); (hk) not make any change in their method loans, advances or capital contributions to, or investments in, any other Person or the operating assets of accountingany Person including, except in accordance with GAAPbut not limited to Stretch Forming, Inc.; (il) not enter into, adopt, amend or terminate any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any Director, manager, officer or employee, or increase in any manner the compensation or fringe benefits of any Director, manager, officer or employee or pay any benefit not required by any existing plan or arrangement or enter into any Contract that would survive the Closing; and (j) agreeContract, whether in writing agreement, commitment or otherwise, arrangement to do any of the foregoing; (m) not acquire, lease, encumber or otherwise impose a Lien on any assets, whether tangible or intangible; (n) not authorize or make any capital expenditures which individually or in the aggregate are in excess of Twenty-Five Thousand Dollars ($25,000.00); (o) not make any Tax election or settle or compromise any federal, state, local or foreign income Tax Liability, or waive or extend the statute of limitations in respect of any such Taxes; (p) not pay any amount, perform any obligation or agree to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of Liability against any of the Acquired Companies or any of their Directors, managers, officers, employees or agents; (q) not terminate, modify, amend or otherwise alter or change any of the terms or provisions of any agreement, or pay any amount not required by Law or by any Contract; (r) other than overnight deposits or money market instruments and investments existing on the date hereof, not make any investments with cash or the proceeds of existing investments; (s) not declare set aside or pay any dividend or make any distribution with respect to the Shares; (t) not grant, award or pay any bonuses to any employees, independent contractors or other representatives in excess of Fifty Thousand Dollars ($50,000.00) in the aggregate; and (u) make all contributions required under the terms of any employee benefit Pension Plan and make all contributions which have been accrued on the books of each of the Acquired Companies.

Operation of Business. Until From the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order Execution Date until the earlier of the Bankruptcy CourtClosing Date and the termination of this Agreement, to operate the Sellers will cause the Purchased Assets and the Business to be operated in the Ordinary Course of Business. ; provided, however, that the foregoing notwithstanding, the Sellers shall be entitled to undertake such actions as may be reasonably required to undertake the Scheduled Turnaround and the Special Projects (and in connection therewith, the Sellers shall use commercially reasonable efforts their Reasonable Efforts to (A) preserve intact their respective business organizations, (B) maintain undertake both such activities in a manner that promotes the best commercial interests of the Business), (C) keep available separate the services Excluded Assets from the Purchased Assets, consummate the Dealer Loan Purchase and the Xxxxxx Xxxxx Company Contract Renewal, and effect the transactions contemplated by, and other purposes of, this Agreement. Unless in violation of their respective officers and employeesapplicable Law, (D) maintain satisfactory relationships the Sellers shall provide the Buyer with licensorsperiodic, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with detailed updates on the operation status of the Business consummation of the Xxxxxx Cogen Company Contract Renewal (including participation in reasonably requested meetings with Buyer copies of draft and (Efinal agreements unless precluded by a confidentiality agreement with a Third Party) pay all and the undertaking of their post-petition obligations in the Ordinary Course of BusinessScheduled Turnaround and the Special Projects. Sellers also shall continue to operate the websites that constitute the Purchased Assets Except in the Ordinary Course of Business until Closing. Without or as otherwise expressly contemplated by this Agreement (including the preceding sentence of this Section 7.5), and without limiting the generality of the foregoing, the Sellers will not and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant will cause the Xxxxxx Xxxxx Company to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer:the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned): (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) 7.5.1 sell, lease or otherwise dispose of, mortgageor grant any right or Encumbrance except Permitted Encumbrances with respect to, hypothecate any material Purchased Asset, other than sales of goods or otherwise encumber services, the replacement of worn out or obsolete property with property of comparable quality, or the expiration of leases or the settlement of pending condemnation actions, as well as the transactions contemplated in Article 6 and Section 7.4, regarding the acquisition, disposition and/or other transfer of rights related to certain of the BFO Fuel Retail Sites and Non-BFO Facilities identified therein, or enter into a material Contract with respect to any matter set forth in Section 7.4 for work or services related to the Purchased Asset Assets that would have a term extending beyond December 31, 2013, and which could not be cancelled without penalty, cancellation fee or other charge or cost of termination, upon ninety (90) days written notice; 7.5.2 amend in any material respect any Assigned Contracts (other than in connection with the Ordinary Course of BusinessXxxxxx Xxxxx Company Contract Renewal); (d) fail 7.5.3 except for the annual pay and bonus review, grant any material increase in compensation to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used employee involved in the operation of Business or hire any new employees involved in the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, Business other than the usual discounts given by the Business to fill vacancies in the Ordinary Course of Business and make any sales ofexisting positions, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in connection with any agreement with any of the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for Unions regarding the obligations of any such PersonRepresented Business Employees; (h) make any change in their method of accounting, except in accordance with GAAP; 7.5.4 fail to (i) enter into maintain its status as a qualifying cogeneration facility pursuant to 18 C.F.R. 292.205, (ii) maintain its status as an exempt wholesale generator, or (iii) comply with all requirements necessary to maintain its authority to sell power at market based rates; 7.5.5 Sellers or their Affiliates will not hire, without the prior written consent of Buyer, any Contract that would survive new employee between the ClosingExecution Date and the Closing Date where such employee is not represented by any Unions and such employee is not employed by the Refinery Business or the Xxxxxx Logistics and Marketing Terminals Business; andor (j) agree, whether 7.5.6 commit in writing or otherwise, any manner to do any of the foregoingtransactions contemplated by the foregoing Sections 7.5.1 through 7.5.5. Notwithstanding the foregoing and without requiring the consent of the Buyer, the Sellers may, in their sole discretion, engage in and undertake any and all activities necessary to prevent or minimize injury to persons or damage to property or the Facilities in the case of an emergency and/or to address, prevent or minimize a health, environmental or safety concern involving the Purchased Assets, the Facilities or the Business.

Operation of Business. Until (a) Vendor agrees that, for the Closing, Sellers shall use commercially reasonable effortsduration of the Covenant Period, except as contemplated by this Preliminary Agreement or as otherwise requiredconsented to or approved in advance in writing by Purchaser (which consent and approval shall not be unreasonably withheld or delayed to the extent that it does not prejudice the rights of Purchaser in terms of this Preliminary Agreement), authorized or restricted pursuant to an Order of Vendor shall, and shall procure that the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall Development Companies shall: (i) use all commercially reasonable efforts to (Aaa) preserve intact their respective the present business organizationsorganization, reputation, contractual and other arrangements of the Development Companies and the Businesses then under the control of Vendor; (Bbb) keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice) the services of the present officers and other Employees of the Businesses, and subject to any right under applicable Law; (cc) maintain the BusinessPurchased Assets in good working order and condition, ordinary wear and tear excepted; (C) keep available the services of their respective officers and employees, (Ddd) maintain satisfactory relationships the goodwill of tenants, customers, suppliers and other Persons with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having whom Vendor have significant business relationships with Sellers in connection with the operation Businesses; and (ee) continue all current business operations and activities relating to the Businesses in a manner consistent with past practise; (ii) except to the extent required by applicable Law, (aa) cause the Books and Records of the Business Development Companies to be maintained in the usual, regular and ordinary manner, and (Ebb) pay all not permit any change in any rentals, credit, allowance or Tax practice or policy of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate Development Companies that would adversely affect the websites that constitute Businesses, the Development Companies or the Purchased Assets in Assets; (iii) comply with all Laws and Orders applicable to the Ordinary Course of Business until Closing. Without limiting the generality of the foregoingBusinesses, and promptly following receipt thereof deliver to Purchaser copies of any notice received from any Governmental Body or other Person alleging any violation of any such Law or Order. (b) During the Covenant Period, except as contemplated by this Preliminary Agreement or as otherwise consented to or approved in advance and in writing by Purchaser (which approval shall not be unreasonably withheld or delayed to the extent that it does not prejudice the rights of Purchaser in terms of this Preliminary Agreement), Vendor shall not, and shall procure that the Development Companies shall not: (i) make any representation or promise, oral or written, to any Employee, except for statements as otherwise expressly provided in to the rights or contemplated by this Agreement, or accrued benefits of any Employee under the terms of any applicable Law; (ii) requiredmake any increase in the salary, authorized wages or restricted pursuant other compensation of any Employee whose annual salary is or, after giving effect to an Order such change, would be the equivalent of [E50,000] per annum or more, except where such increases have been agreed upon by the Bankruptcy Courtrelevant Development Companies and/or Vendor, on or prior to the Closing Execution Date, Sellers may not, without the prior written consent of Buyer:; (aiii) modify in adopt, enter into or become bound by any manner the compensation of benefit plan, any employment-related contract or any collective bargaining agreement with respect to any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (iiv) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do or engage in any of the foregoingforegoing items set forth in this Section 10.1(b). (c) Vendor agrees that, during the Covenant Period, except as contemplated by this Preliminary Agreement, or as specifically directed by Purchaser, or as otherwise consented to or approved in advance by Purchaser (which consent or approval shall not be unreasonably withheld or delayed to the extent that it does not prejudice the rights of Purchaser in terms of this Preliminary Agreement), Vendor shall not, and shall procure that the Development Companies shall not: (i) acquire lease, license or dispose of or agree to acquire lease, license or dispose of any assets that would constitute Purchased Assets hereunder, other than in the ordinary course of business consistent with past practice, or create or incur any Lien, other than a Permitted Lien, on any assets that would constitute Purchased Assets hereunder; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Business Contract, in each case other than in the ordinary course of business consistent with past practice; (iii) violate, breach or default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or default under, any term or provision of any Business Contract; (iv) incur, purchase, cancel, prepay or otherwise provide for a complete or partial discharge in advance of a scheduled payment date with respect to, or waive any right of the Development Companies under, any liability of or owing to the Development Companies in connection with the Businesses then under the control of Vendor that would constitute a Purchased Asset hereunder, other than in the ordinary course of business consistent with past practice; (v) engage with any Person in any merger, consolidation or other business combination, unless such Person agrees in writing that such merger, consolidation or other business combination is subject to the terms and conditions of this Preliminary Agreement and the Ancillary Agreements; (vi) make or commit to make any capital expenditures for additions to property, plant or equipment constituting capital assets on behalf of the Businesses, other than in the ordinary course of business consistent with past practice, or otherwise as are urgently required to maintain the equipment and assets of the Development Projects in operating condition and in compliance with safety regulations; (vii) make any material changes in the conduct of the Businesses, except as specifically contemplated or permitted by this Preliminary Agreement; or (viii) enter into any Contract to do or engage in any of the foregoing items set forth in this Section 10.1(c).

Operation of Business. Until Subject to any restrictions and obligations imposed by the ClosingBankruptcy Court and applicable law, Sellers will (i) produce inventory at a rate reasonably designed to fulfill, on a reasonably timely basis, purchase orders placed for products of the Acquired Business, (ii) pay all commissions payable to Sales Agents in the Pre-Petition Ordinary Course of Business, (iii) update the websites related to the Acquired Business to reflect current information with respect to the Acquired Business, including without limitation, information with respect to 2010 model year products of the Acquired Business, (iv) distribute at boat shows appropriate collateral materials and other advertising, marketing and promotional materials with respect to the Acquired Business, and (v) except as expressly required by this Agreement, conduct the Acquired Business in all material respects with the approved budget included in Sellers’ 13-week cash flow statement, amendment 2, for the week ending November 13, 2009. In particular, except (A) with the express written approval of Buyer, (B) as expressly provided in this Agreement, including in connection with the Auction, and (C) as set forth on Schedule 5.1(b)(C), Sellers shall use commercially reasonable effortsbe prohibited from doing any of the following: (1) disposing of, encumbering, pledging or allowing any Lien to be placed on, or transferring any Acquired Asset, except as otherwise required, authorized or restricted pursuant to an Order for the sale of the Bankruptcy Court, to operate the Business Inventory in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B2) maintain the Businessamending, terminating or modifying (Cor waiving any right under) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the EmployeesAcquired Contracts or Assumed Leases, (3) making any change in the compensation payable or to become payable to, or accelerate benefits provided to, or vesting any benefits provided to, the payment employees of Sellers (except as may be required pursuant to any such compensation (other than Acquired Contract or any Employee Benefit Plan in effect on the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilitiesdate hereof); (b) engage , adopting any new Employee other than in the Ordinary Course of Business; (c) sellBenefit Plan, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber entering into any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing collective bargaining agreement or other feenew employment Contract, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under (4) rejecting any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.Assigned Contract,

Operation of Business. Until (a) From the Closing, Sellers shall use commercially reasonable effortsdate of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business set forth on Schedule 5.01a) in the Ordinary Course Disclosure Schedule and except as may be approved in advance by Parent in writing (such approval, not to be unreasonably delayed, conditioned or withheld), or as is otherwise expressly permitted or required by this Agreement or required by applicable Laws, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the ordinary course of Business. Sellers shall business and substantially in the same manner as currently conducted, and use their commercially reasonable efforts to (A) preserve intact their respective business organizationsorganization, assets and properties, (B) maintain the Businessexisting relationships with commercial counterparties and Governmental Authorities, and (C) keep available the services of their respective present officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, except as set forth on Schedule 5.01a) in the Disclosure Schedule and except as may be approved in advance by Parent in writing (such approval, not to be unreasonably delayed, conditioned or withheld), or as is otherwise expressly permitted or required by this Agreement or required by applicable Laws, the Company shall not, and shall not permit any of its Subsidiaries to: (i) as otherwise expressly provided in amend its certificate or contemplated by this Agreementarticles of incorporation or formation, bylaws or limited liability company agreement (or equivalent Organizational Documents); (ii) requiredsplit, authorized combine or restricted pursuant to an Order reclassify the capital stock or other equity interests of the Bankruptcy Court, on Company or prior to the Closing Date, Sellers may not, without the prior written consent any of Buyer:its Subsidiaries; (aiii) modify redeem, purchase or otherwise acquire any outstanding shares of capital stock or other equity interests of the Company or any of its Subsidiaries or declare or pay any dividend or make any other distribution to any Person, other than cash dividends and distributions paid by the Company and its Subsidiaries; (iv) sell, transfer, assign, convey, lease, license, pledge, encumber or otherwise dispose of or subject to any Lien (other than Permitted Liens) any of its assets or properties, except for the sale, lease, transfer or disposition of inventory in the ordinary course of business consistent with past practice; (v) sell, assign, transfer, exclusively license, abandon or permit to lapse any material Company Intellectual Property, other than in the ordinary course of business consistent with past practice; (vi) waive any claims or rights in favor of the Company or any of its Subsidiaries, except for waivers granted in the ordinary course of business consistent with past practice which, in the aggregate, are not material; (vii) advance expenses to employees, directors, consultants and advisors and make prepayments to vendors, except, in each case, in the ordinary course of business consistent with past practice; (viii) acquire any direct or indirect fee interest in any manner real property; (ix) acquire all or substantially all of the assets or business of any Person (including by merger or consolidation or any other substantial acquisition), in each case other than acquisitions of inventory or equipment in the ordinary course of business consistent with past practice; (x) incur any Indebtedness in excess of $250,000 in the aggregate, except for borrowings under any revolving facility under the Credit Agreement (as in effect on the date hereof) in the ordinary course of business consistent with past practice and the accrual of interest on amounts outstanding; (xi) make any capital expenditures or commitments therefor in excess of the Company’s 2018 and anticipated 2019 capital budgets, which are set forth on Schedule 5.01(xi) in the Disclosure Schedule; (xii) change its accounting methodologies, practices, estimation techniques, assumptions and principles, except as required by Law or GAAP; (xiii) grant or pay any increase in the compensation of any of the Employeesits directors, officers or employees, other than as required by Law, or accelerate pursuant to an existing contractual arrangement set forth in Schedule 5.01(a)(xiii) of the Disclosure Schedule and other than any bonus or similar payments the payment of which would be reflected in the determination of Company Transaction Expenses; (xiv) adopt, terminate, or materially amend or modify any such compensation Employee Benefit Plan for the benefit of any of its directors, officers or employees, other than as required by Law and other than any bonus or similar payments the payment of which would be reflected in the determination of Company Transaction Expenses; (xv) transfer, issue, sell, pledge, encumber or dispose of any securities, or other ownership interests in, the Company or any of its Subsidiaries (other than to the extent required under the Credit Agreement and the Loan Documents (as defined in the Ordinary Course Credit Agreement)), or grant options, warrants or other rights to purchase or otherwise acquire securities of, or other ownership interests in, the Company or any of Business its Subsidiaries; (xvi) affirmatively and willingly terminate or such amend in a manner adverse to the Company and its Subsidiaries, any Material Contract, or enter into any contract or agreement that would constitute a Material Contract if entered into prior to the liability associated date hereof; (xvii) make, change or revoke any material Tax election, change any material method of Tax accounting or Tax accounting period, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law), file any amended material Tax Return, file any material Tax Return in a manner materially inconsistent with such modification is excluded from past practice, settle or compromise any material Tax proceeding, or surrender any right to claim a material Tax refund; (xviii) (A) alter the Assumed Liabilitiesprocedures of the Company with respect to the payment (or non-payment) of accounts payable or the collection of accounts receivable accelerating the collection of any accounts receivable, (B) materially delay or postpone any necessary, appropriate or otherwise scheduled repair or maintenance of any property of the Company or any of its Subsidiaries or (C) alter the practices of the Company and its Subsidiaries with respect to the purchase of inventory in any material respect; (xix) adopt or enter into a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Merger); (bxx) engage (A) settle or compromise any new Employee Action if (1) the amount payable by the Company or any of its Subsidiaries in connection therewith would exceed $150,000, (2) such settlement or compromise would be reasonably likely to materially affect the business of the Company or any of its Subsidiaries, (3) such settlement or compromise contemplates or involves any admission of wrongdoing or misconduct or provides for any relief or settlement other than the payment of money or (4) such Action relates to or is a result of entry into this Agreement or the transactions contemplated hereby or (B) commence any Action where the amount in the Ordinary Course of Businessdispute would reasonably be expected to exceed $150,000; (cxxi) sell, lease enter into or otherwise dispose of, mortgage, hypothecate or otherwise encumber amend any Purchased Asset (other than in the Ordinary Course of Business);Affiliate Transactions; or (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (ixxii) enter into any Contract that would survive the Closing; and (j) agree, whether in writing agreement or otherwise, commitment to do any of the foregoing. (b) Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company and its Subsidiaries prior to the Closing. Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses.

Operation of Business. Until Except as specifically provided in this Agreement, during the Closingperiod from the date of this Agreement to the closing date, Sellers the Company shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order conduct its operations in the ordinary course of the Bankruptcy Courtbusiness and in compliance with all applicable laws and regulations and, to operate the Business in the Ordinary Course of Business. Sellers shall extent consistent therewith, use commercially all reasonable efforts to (A) preserve intact their respective its current business organizationsorganization, (B) maintain the Businesskeep its physical assets in good working condition, (C) keep available the services of their respective its current officers and employees, (D) maintain satisfactory employees and preserve its relationships with licensorscustomers, licensees, suppliers, contractors, distributors, consultants, customers suppliers and others having business relationships with Sellers in connection dealings with the operation of Company to the Business end that its goodwill and (E) pay all of their post-petition obligations ongoing business shall not be impaired in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingany material respect. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may the Company shall not, without the prior written consent of Buyerthe Purchaser: (a) modify in Enter into any manner agreements to purchase or sell any capital assets or enter into agreements or commitments with respect to the compensation purchase or sale of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)capital equipment; (b) engage Incur any new Employee other than in Liens (whether consensual or involuntary) with respect to the Ordinary Course of BusinessCigar Business Assets; (c) sell, lease Fail to take such action as may be necessary to insure compliance with the provisions of the laws of the state of Ohio or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than jurisdiction in which the Ordinary Course of Business)Company does business; (d) fail to pay Acquire, sell, lease, encumber or dispose of any required filingassets, processing or other feethan purchases, sales and use commercially reasonable efforts to maintain leases of assets in the validity ordinary course of Sellers’ rights in, to or under any Purchased Intellectual Propertybusiness; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used Pay any material obligation or liability other than in the operation ordinary course of the Businessbusiness; (f) make Except for tobacco inventory loans to Taru Martani, enter into, assume or become bound or obligated by any unusual agreement, contract or extraordinary efforts commitment, whether or not reduced to collect writing (each a "Company Agreement") or extend or modify the terms of any outstanding accounts receivable presently existing Company Agreement which directly or intercompany obligation, liability indirectly (i) involves (or Indebtedness, give any discounts or concessions for early could involve) the payment of such accounts receivable or intercompany obligationmore than $25,000, liability or Indebtedness, other than (ii) increases the usual discounts given by compensation of any employee of the Business Company except in the Ordinary Course ordinary course of Business business and make any sales ofconsistent with past practice, or convey (iii) involves any interest in, any accounts receivable payment or intercompany obligation, liability or Indebtedness obligation to any third partyaffiliate of the Company of more than $5,000; (g) engage in Sell, assign, transfer or license any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP;material Intellectual Property; or (i) enter into Take or omit to take any Contract action that would survive the Closing; and (j) agreeconstitute a material violation of or default under, whether in writing or otherwisewaive any material rights under, to do any of the foregoingContract.

Operation of Business. Until The Seller shall not permit Argo to, without the Closing, Sellers consent of the Buyer (which consent shall use commercially reasonable effortsnot be unreasonably withheld or delayed), except as otherwise requiredexpressly contemplated by this Agreement or as contemplated by Schedule 5(c), authorized engage in any practice, take any action, or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in enter into any transaction outside the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and without the consent of the Buyer (which consent shall not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement or Schedule 5(c), the Seller shall not permit Argo to do any of the following: (i) as otherwise expressly provided in or contemplated by this Agreement, or [intentionally omitted]; (ii) required, authorized cause or restricted pursuant allow any part of the Assets to become subject to an Order of the Bankruptcy CourtEncumbrance, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify except for Permitted Encumbrances and other Encumbrances identified in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed LiabilitiesSection 4(c); (biii) engage amend in any new Employee material respect any Subject Contract material to the Assets or terminate any such material contract or agreement before the expiration of the term thereof other than to the extent any such material contract or agreement expires in accordance with its terms in the Ordinary Course of Business; (civ) except as required by Law, make, change or revoke any Tax election relevant to any Asset; (A) acquire (including by merger, consolidation or acquisition of Equity Interest or assets) any corporation, partnership, limited liability company or other business organization or any division thereof or any material amount of assets other than the Prince ORI; (B) incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee, endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances; (C) sell, lease or otherwise dispose ofof any property or assets, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than sales of goods or services in the Ordinary Course of Business); ; or (dD) fail to pay any required filingenter into or amend a contract, processing or other feeagreement, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales ofcommitment, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness arrangement with respect to any third party; matter set forth in this Section 5(c)(v) or (gexcept for contracts with aggregate Obligations not in excess of $10,000) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than otherwise not in the Ordinary Course of Business); provided that notwithstanding any provision of this Agreement, incur or assume if the Buyer expressly consents in writing (x) Argo shall be entitled to dividend and/or distribute to its Equity Interest holders, at any long term or short term debt with or on behalf of any time, and from time to time, such Person or guarantee, endorse or cash generated by Argo's business to which such Equity Interest holder would otherwise be liable entitled (other than cash arising from borrowings by such company or responsible sales of assets by such company outside of the Ordinary Course of Business) so long as such dividends and/or distributions are reflected as a Purchase Price Decrease, where appropriate, and (whether directly, indirectly, contingently y) Argo may make or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except incur capital expenditures in accordance with GAAP;the terms of its Organizational Documents and the capital expenditures budget set forth on Schedule 5(c)(v); or (ivi) enter into any Contract that would survive the Closing; and[Intentionally omitted.] (jvii) agreeinitiate or settle any litigation, whether in writing complaint, rate filing or otherwise, administration proceeding relating to do any of the foregoingAssets.

Operation of Business. Until Except as contemplated by this Agreement or as required by Law (including the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of United States Trustee (the “OIRR”), or any orders entered by the Bankruptcy Court in the Chapter 11 Case), during the period from the date of this Agreement through the Closing, Sellers each Seller shall conduct the operations of the businesses to which the Acquired Assets relate in compliance in all material respects with applicable Laws, shall use commercially reasonable effortsits Reasonable Best Efforts to preserve and protect the Acquired Assets, except shall pay all post-petition Taxes as otherwise requiredthey become due and payable, authorized or restricted pursuant to an Order of shall maintain insurance on the Bankruptcy Court, to operate the Business Acquired Assets (in amounts and types in the Ordinary Course of Business. Sellers ), and shall use commercially reasonable efforts Reasonable Best Efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers Designated Employees and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingcustomers. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateClosing, Sellers may notno Seller shall, except as required by the Bankruptcy Code, Bankruptcy Rules, the OIRR, or any orders entered by the Bankruptcy Court in the Chapter 11 Case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: (a) modify (i) sell, lease, license or dispose of any Customer Contracts or Related Contracts (other than Excluded Customer Contracts and their Related Contracts set forth in any manner the compensation Schedule 1.1(b)); (ii) sell or dispose of any of the Employees, Seller Intellectual Property assigned to Buyer hereunder; or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (biii) engage any new Employee other than in the Ordinary Course of Business, sell, license or dispose of any of the other Acquired Assets; (b) enter into (i) any Customer Contract or Related Contract that does not include a consent from each counterparty to the assumption and assignment of such Customer Contract or Related Contract if same is added to Schedule 1.1(a) — Part A pursuant to Section 1.5(c); or (ii) any Customer Contract or Related Contract if, within five (5) days following delivery of such Contract and related correspondence to Buyer in accordance with Section 1.5(a), Buyer notifies the applicable Seller that such Contract may be, or may become, a Prohibited Contract; (c) sellmortgage or pledge any of the Acquired Assets, lease or otherwise dispose of, mortgage, hypothecate take any action or otherwise encumber fail to take any Purchased Asset action that would subject any of the Acquired Assets to any Security Interest other than Permitted Liens; (d) other than in the Ordinary Course of Business); (d) fail to , pay any required filingobligation or liability, processing in each case related to the Acquired Assets or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyAssumed Liabilities; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellersamend its charter, including those used by-laws or other governing documents in a manner that would have a material and adverse effect on the operation of the Businesstransactions contemplated by this Agreement; (f) make change its xxxxxxxx, collection, or disbursement practices with respect to work in progress or accounts receivable related to Customer Contracts, other than Excluded Customer Contracts, or accounts payable that would result in Assumed Liabilities, including (i) accelerating or encouraging the acceleration of performance of services, billing, collection, payment or other realization of cash or Excluded Assets with respect to any unusual of such work in progress or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability (ii) accelerating performance of services or Indebtedness, give any discounts or concessions for early delaying payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyliabilities that would become Assumed Liabilities; (g) engage in amend, extend, modify, terminate or waive any transaction with rights under, any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonAssigned Contract; (h) make other than the Chapter 11 Case and any change motion, application, pleading or order filed in their method the Chapter 11 Case that relates to this Agreement or the Ancillary Agreements, the Procedures Order or the Approval Order, institute or settle any Legal Proceeding related solely to the Acquired Assets or that would reasonably be expected to adversely affect the use of accounting, except in accordance with GAAP;the Acquired Assets after the Closing; or (i) enter into any Contract that would survive the Closing; and (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until (a) Prior to the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant required in order to an Order comply with the terms of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as Agreement or otherwise expressly provided in or contemplated permitted by this Agreement, to consummate the Reorganization Transactions, required by applicable Law or (iicontemplated in Section 5.3(a) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may notDisclosure Schedule, without the prior written consent of the Buyer, the Company and the Seller will and will cause each Target Company and each Managed Practice to: (ai) modify operate the Target Companies and the Managed Practices in the Ordinary Course of Business; will not engage, and will not permit any Target Companies or Managed Practices to engage in any manner practice, take any action, or enter into any transaction which is material to the compensation of any financial condition of the EmployeesCompany and outside the Ordinary Course of Business; (ii) use its commercially reasonable efforts to preserve its current business, operations, organization and goodwill in all material respects, including preserving existing relationships with Persons having business with the Target Companies and the Managed Practices (including partners and vendors); (iii) maintain (A) all of the assets and properties of the Target Companies and the Managed Practices in their current condition, ordinary wear and tear excepted, and (B) insurance upon all of the properties and assets of the Target Companies and the Managed Practices in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the books, accounts and records of the Target Companies and the Managed Practices in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing historically customary procedures and working capital practices and without discounting or accelerate the accelerating payment of any such compensation (accounts other than in the Ordinary Course of Business Business, and (C) comply in all material respects with all Licenses and Contracts; and (v) comply in all material respects with all applicable Laws, including Environmental Licenses and Environmental Laws. (b) Except with the prior written consent of the Buyer, and except any actions with respect to the Reorganization Transactions or such that as otherwise set forth on Section 5.3(b) of the liability associated with such modification is excluded from Disclosure Schedule, the Assumed LiabilitiesCompany and the Seller shall not, and shall cause each Target Company and each Managed Practice not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the membership units of any Target Company or any Managed Practice, or repurchase, redeem or otherwise acquire any outstanding membership units or other securities of, or other ownership interests in, any Target Company or any Managed Practice; (ii) transfer, issue, sell or dispose of any membership units or other securities of the Target Companies or the Managed Practices, or grant options, warrants, calls or other rights to purchase or otherwise acquire membership units or other securities of any Target Company or any Managed Practice (including any transfer of any of the Units held by the Seller); (biii) engage effect any recapitalization, reclassification or like change in the capitalization of the Target Companies or the Managed Practices; (iv) amend the certificate of formation, certificate of incorporation, operating agreement, by-laws or other comparable governing documents of any Target Company or any Managed Practice; (v) except as required by Contract or applicable Law or as set forth on Section 3.11 of the Disclosure Schedule, (A) change the annual level of compensation of any Target Company or any Managed Practice, (B) grant or increase any bonus or other incentive compensation, severance, termination pay, or other benefit to any employee, officer, director, independent contractor, or consultant of the Target Companies or of the Managed Practices, as applicable, (C) increase the coverage or benefits available under any Employee Benefit Plan (or adopt any new Employee Benefit Plan), including but not limited to any Employee Benefit Plan related to severance pay, termination pay, vacation pay, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, independent contractors, consultants, agents or representatives of the Target Companies or the Managed Practices, as applicable, or otherwise modify or amend or terminate any such plan or arrangement, or (D) enter into or terminate any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the Target Companies or the Managed Practices are a party, as applicable, or involving a director, officer or employee of any Target Company or any Managed Practice, as applicable, in his or her capacity as a director, officer or employee of such Target Company or such Managed Practice; (vi) enter into, amend, or terminate any collective bargaining agreement or any other labor agreement, except as required by Contract or applicable Law; (vii) enter into, amend, or terminate any independent contractor or consulting agreement, or any agreement with any staffing agency or similar company otherwise than in the Ordinary Course of Business; (viii) incur or assume any Company Indebtedness in an amount in excess of $50,000; (ix) permit, allow or suffer to be encumbered by any Lien, except for Permitted Liens, any of the properties or assets (whether tangible or intangible) of the Target Companies or the Managed Practices; (x) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Target Companies or of the Managed Practices; (xi) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (xii) cancel or compromise any debt or claim or waive or release any right under any Material Contract of the Target Companies or of the Managed Practices except in the Ordinary Course of Business; (xiii) enter into any commitment for capital expenditures of the Target Companies or of the Managed Practices in excess of $50,000 for any individual commitment and $50,000 for all commitments in the aggregate; (xiv) introduce any material change with respect to the operation of the Target Companies or the Managed Practices, including any material change in the types, nature, composition or quality of its products or services, or, other than in the Ordinary Course of Business, make any change in product specifications or prices or terms of distributions of such products; (xv) permit the Target Companies or the Managed Practices to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate of the Company, or any director, officer or employee of the Target Companies or of the Managed Practices; (xvi) make a change in its accounting, methods or policies, except as required by applicable Law, or fail to pay and discharge any current liabilities other than in the Ordinary Course of Business; (cxvii) sell(A) incur any Taxes outside of the Ordinary Course of Business; (B) change any method of accounting of the Target Companies for Tax purposes; (C) enter into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any Tax or Tax Returns of the Target Companies; (D) surrender a right of the Target Companies to a Tax refund; (E) change an accounting period of the Target Companies with respect to any Tax; (F) file an amended Tax Return; (G) change or revoke any material election with respect to Taxes; (H) many any material election with respect to Taxes inconsistent with past practice; (I) extend the applicable statute of limitations with respect to any Taxes; or (J) take any action that could result in the Company ceasing to be classified as a partnership for income Tax purposes or any Subsidiary of the Company ceasing to be classified as a disregarded entity or partnership for income Tax purposes; (xviii) amend, lease restate, supplement or otherwise dispose ofwaive any rights under any Material Contract or enter into a Contract which, mortgagehad it been entered into prior to the date hereof, hypothecate would have been a Material Contract; (xix) discharge or otherwise encumber satisfy any Purchased Asset Lien, or paid any obligation or liability (other than fixed or contingent), except in the Ordinary Course of Business or which, if not in the Ordinary Course of Business), in the aggregate, would not be material to the business of the Target Companies and the Managed Practices, taken as a whole; (dxx) fail institute or settle any legal Proceedings which, individually or in the aggregate, would be material to pay any required filingthe business of the Target Companies and the Managed Practices, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Propertytaken as a whole; (exxi) fail with respect to use commercially reasonable efforts any oral Contract, enter into a written Contract to maintain all Permits replace such oral Contract or modify or amend the terms of Sellers, including those used such oral Contract in the operation of the Business;any manner that results in a material economic change to such oral Contract; or (fxxii) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, agree to do anything prohibited by this Section 5.3(b) or anything which would make any of the foregoingrepresentations and warranties with respect to the Target Companies or the Managed Practices, the Seller or the Stockholders in this Agreement or the Ancillary Documents untrue or incorrect in any material respect. (c) Nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct the Company’s operations at any time before the Closing. The Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its own operations.

Operation of Business. Until Except as contemplated by this Agreement and to the extent not inconsistent with the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of United States Trustee (the “OIRR”), or any orders entered by the Bankruptcy Court in the Chapter 11 Case, during the period from the date of this Agreement through the Closing, Sellers each Seller shall conduct the operations of the businesses to which the Acquired Assets relate in compliance in all material respects with applicable Laws, shall use commercially reasonable effortsits Reasonable Best Efforts to preserve and protect the Acquired Assets, except shall pay all post-petition Taxes as otherwise requiredthey become due and payable, authorized or restricted pursuant to an Order of shall maintain insurance on the Bankruptcy Court, to operate the Business Acquired Assets (in amounts and types in the Ordinary Course of Business. Sellers ), and shall use commercially reasonable efforts Reasonable Best Efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory its relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers Designated Employees and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingcustomers. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing DateClosing, Sellers may notno Seller shall, except as required by the Bankruptcy Code, Bankruptcy Rules, the OIRR, or any orders entered by the Bankruptcy Court in the Chapter 11 Case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: (a) modify in any manner the compensation sell, lease, license or dispose of any of the Employees, or accelerate the payment of any such compensation Customer Contracts (other than in the Ordinary Course Excluded Customer Contracts) or sell, license or dispose of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other Acquired Assets other than in the Ordinary Course of Business; (b) enter into any Customer Contract that does not include a consent from each counterparty to the assumption and assignment of such Customer Contract if such Customer Contract is added to Schedule 1.1(a) — Part A pursuant to Section 1.5(d); (c) sellmortgage or pledge any of the Acquired Assets, lease or otherwise dispose of, mortgage, hypothecate take any action or otherwise encumber fail to take any Purchased Asset action that would subject any of the Acquired Assets to any Security Interest other than Permitted Liens; (d) other than in the Ordinary Course of Business); (d) fail to , pay any required filingobligation or liability, processing in each case related to the Acquired Assets or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual PropertyAssumed Liabilities; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellersamend its charter, including those used by-laws or other governing documents in a manner that would have a material and adverse effect on the operation of the Businesstransactions contemplated by this Agreement; (f) make change its xxxxxxxx, collection, or disbursement practices with respect to work in progress or accounts receivable related to Customer Contracts, other than Excluded Customer Contracts, or accounts payable that would result in Assumed Liabilities, including (i) accelerating or encouraging the acceleration of performance of services, billing, collection, payment or other realization of cash or Excluded Assets with respect to any unusual of such work in progress or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability (ii) accelerating performance of services or Indebtedness, give any discounts or concessions for early delaying payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyliabilities that would become Assumed Liabilities; (g) engage in amend, modify, terminate or waive any transaction with rights under, any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonAssigned Contract; (h) make other than the Chapter 11 Case and any change motion, application, pleading or order filed in their method the Chapter 11 Case that relates to this Agreement or the Ancillary Agreements, the Procedures Order or the Approval Order, institute or settle any Legal Proceeding related solely to the Acquired Assets or that would reasonably be expected to adversely affect the use of accounting, except in accordance with GAAP;the Acquired Assets after the Closing; or (i) enter into any Contract that would survive the Closing; and (j) agree, whether agree in writing or otherwise, otherwise to do take any of the foregoingforegoing actions.

Operation of Business. Until From the Closingdate of this Agreement to the Closing Date, Sellers shall except with Las Americas' written consent, Broadband shall: (a) operate its business substantially as previously operated and only in the ordinary course of business consistent with past practices and use its commercially reasonable effortsbest efforts to preserve intact its organization and goodwill; maintain all of Broadband's tangible assets in good condition, ordinary wear and tear excepted; comply in all material respects with all laws applicable to the conduct of Broadband's business the failure of which would result in a Material Adverse Effect to the Broadband Shares or Broadband's assets; (b) except as otherwise required, authorized or restricted pursuant to an Order set forth in SECTION 7.8(b) of the Bankruptcy CourtBroadband Due Diligence Schedules, not permit a split, combination or reclassification of any shares of capital stock for Broadband or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of Broadband's capital stock; (c) not repurchase, redeem or otherwise acquire any shares of capital stock of Broadband; (d) except as set forth in SECTION 7.8(d) of the Broadband Due Diligence Schedules, not issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of capital stock of Broadband or any securities convertible into or exercisable for, or any rights, warrants or options to operate the Business acquire, any such shares; (e) maintain Broadband's books and records in the Ordinary Course ordinary course of Business. Sellers shall use commercially reasonable efforts to business consistent with past practices; (Af) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services not pay any brokerage commissions or finder's fees incurred by reason of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers any action taken by Broadband in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or transactions contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyCommissions; (g) engage except as set forth in SECTION 7.8(g) of the Broadband Due Diligence Schedules, incur any transaction with any Affiliateadditional debt, subsidiary, shareholder, officer or director of any Seller (other than except in the Ordinary Course ordinary course of Business), incur or assume any long term or short term debt business that is consistent with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such PersonBroadband's past practices; (h) make any not change in their method of accountingaccounting methods, except in accordance with unless otherwise required by GAAP; (i) enter into any Contract except as set forth in SECTION 7.8(i) of the Broadband Due Diligence Schedules, be timely in all governmental filings and shall deliver copies thereof to Las Americas; (j) take no actions that would survive cause the ClosingMerger to be treated as other than tax-free; (k) not declare or pay any dividends on or make other distributions in respect of any of its capital stock; (l) not increase the amount of compensation of any director or officer of Broadband or any of its Subsidiaries or make any increase in or commitment to increase any employee benefits; and (jm) agree, whether in writing or otherwise, to do not permit any of its Subsidiaries to take any action contrary to the foregoingrestrictions imposed on Broadband by this SECTION 7.8.

Operation of Business. Until Except as expressly contemplated by this Agreement or otherwise consented to by the ClosingBuyer in writing (which consent shall not be unreasonably withheld or delayed), Sellers shall use commercially reasonable effortsthe Company shall (i) conduct the Business in all material respects only in the usual, regular, and ordinary course in substantially the same manner as heretofore conducted; provided that the Company may prepay at the Closing any accrued interest on the Liquidity Facility and the Senior Notes for the period from June 30 through July 29, 2006 and accrued interest on the Remaining Notes for the period from July 30, 2006 through the Closing Date; (ii) maintain in all material respects all of the Assets in their present condition, except as otherwise required, authorized or restricted pursuant for ordinary wear and tear and damage by unavoidable casualty; (iii) keep in full force and effect insurance comparable in amount and scope of coverage to an Order that now carried with respect to the Business; (iv) perform in all material respects its obligations under the Contracts; (v) maintain the books of the Bankruptcy Court, to operate account and records of the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizationsusual, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoingregular, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities)ordinary manner; (bvi) engage any new Employee other than comply in the Ordinary Course of Business; (c) sellall material respects with all Permits, lease or otherwise dispose ofEnvironmental Laws, mortgagestatutes, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filinglaws, processing or other feeordinances, rules, and use commercially reasonable efforts regulations applicable to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation conduct of the Business; (fvii) make except as set forth in Section 5(c)(vii) of the Disclosure Schedule and except as set forth in Section 5(c)(xiii) of this Agreement, not enter into any unusual employment agreement or extraordinary efforts commitment to collect employees of the Business or effect any outstanding accounts receivable increase in the compensation or intercompany obligationbenefits payable, liability or Indebtednessto become payable, give to any discounts officers, director, or concessions for early payment employee of such accounts receivable the Business other than increases in the ordinary course of business; (viii) not create or intercompany obligation, liability or Indebtednesspermit the creation of any Encumbrance on the Assets, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyPermitted Encumbrances; (gix) not enter into or modify any Contract obligating the Company to purchase goods or services for a period of one (1) years or more, or sell, lease, license, or otherwise dispose of assets with an aggregate value greater than $500,000 (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire assets with an aggregate value greater than $500,000 other than replacement assets, machinery, equipment, vehicles, furniture, furnishings, inventory, and supplies to be used in the Business or make any capital expenditures in excess of $500,000 (provided that nothing herein shall prohibit the Company from taking actions, consistent with its past practices, to complete the 2006 pack (including entering into commitments to sell product or to acquire cans, raw products, boxes, and other items for the 2006 pack); (x) not take any action with respect to, or make any material change in its accounting policies or procedures, except as may be required by changes in GAAP upon the advice of its independent accountants; (xi) not amend its Certificate of Formation or Operating Agreement, issue any membership interest or other equity security or make any distributions; (xii) not engage in any material transaction with the Seller or any Affiliate, subsidiary, shareholder, officer of its Affiliates or director of make any Seller (payments thereto other than payments described in Section 5(c)(xii) of the Disclosure Schedule made in the Ordinary Course ordinary course of Business), incur business consistent with past practices or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personas specifically required by this Agreement; (hxiii) make any change in their method not without the consent of accounting, except in accordance with GAAP; (i) the Buyer enter into any Contract agreement of any nature whatsoever that would survive impose on the Company and/or the Buyer any liability or obligation or commitment of any nature whatsoever with any certified bargaining representative of any of the employees who work for or in connection with the business if such liability or obligation or commitment would exist after the Closing, except the Company shall be free to fulfill any legal obligation it has to negotiate with such certified bargaining representative, provided it obtains the consent of the Buyer to any agreements that are made before the Company makes any commitments that will be binding on the Company and/or the Buyer after the Closing; andor (jxiv) agree, whether in writing not authorize or otherwise, enter into any commitment with respect to do any of the foregoingmatters described in (i)-(xiii) above.

Operation of Business. Until the Closing, Sellers shall use commercially reasonable efforts, except (a) Except as otherwise requiredcontemplated by this Agreement, authorized or restricted pursuant to an Order during the period from the date of this Agreement until (and including) the Bankruptcy CourtClosing Date, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to conduct the operations of the Business in the ordinary course of business. (Ab) Without limiting the generality of Section 4.2(a), during the period from the date of this Agreement until (and including) the Closing Date and subject to applicable Law, Sellers with respect to the Business shall use commercially reasonable efforts to, in a manner and to the extent consistent with the conduct of the Business in the ordinary course of business: (1) preserve intact their respective the business organizationsoperations, (B) maintain organization and goodwill of the Business, ; (C2) keep available the services of their respective officers and employees, the Business Employees; (D3) maintain satisfactory relationships existing material business relations with licensorsthird parties; (4) maintain insurance coverage at levels consistent with current levels; (5) pay accounts payable and similar obligations in compliance with their terms, licenseesxxxx customers, supplierscollect receivables and purchase inventory; (6) maintain its books, contractors, distributors, consultants, customers accounts and others having business relationships with Sellers in connection with the operation records and its current pricing policies and terms and conditions of the Business sales; and (E7) pay all of their post-petition obligations maintain and service the tangible assets included in the Ordinary Course of Business. Sellers also shall continue to operate Acquired Assets (including the websites that constitute the Purchased Assets Transferred Real Property) in the Ordinary Course of Business until Closing. good operating condition and repair, normal wear and tear excepted. (c) Without limiting the generality of Section 4.2(a), during the foregoing, period from the date of this Agreement until (and except (iincluding) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, except as set forth in Section 4.2(c) of the Disclosure Schedule, Sellers may will not, without the prior written consent of Buyer: , such consent not to be unreasonably withheld, conditioned or delayed, solely with respect to the Business: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c1) sell, lease lease, license, sublicense, allow to lapse, abandon or otherwise dispose of, mortgage, hypothecate or otherwise encumber of any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or IndebtednessAcquired Asset, other than the usual discounts given by sale of inventory or the Business disposition of obsolete and unused assets, in each case, in the Ordinary Course ordinary course of Business and make any sales ofbusiness; (2) materially increase the compensation or benefits payable or provided, or convey to become payable or provided, or pay, loan or advance any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwiseamount, to do any of the foregoing.Business Employees, other than (A) in the ordinary course of business or (B) as otherwise 33

Operation of Business. Until (a) From the Closingdate hereof and ending, Sellers with respect to each Center, on the earlier to occur of (i) the Closing Date on which such Center is included in the Purchased Business, and (ii) the Termination Date, Seller shall, and shall use commercially reasonable effortscause each of its Subsidiaries to, except as otherwise required, authorized or restricted pursuant to an Order of operate and conduct the Bankruptcy Court, to operate the Seller’s Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to Business (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closingexcept as expressly permitted by this Agreement). Without limiting the generality of the foregoing, Seller shall, and except shall cause each of its Subsidiaries to: (i) as otherwise expressly provided maintain its existence in or contemplated by this Agreement, or good standing; (ii) required, authorized or restricted pursuant to an Order conduct Seller’s Business in compliance with all applicable Laws and requirements of all of the Bankruptcy CourtContracts set forth in Schedule 4.12 of the Seller Disclosure Schedule; (iii) maintain business and accounting records relating to Seller’s Business consistent with past practice; (iv) maintain in full force and effect all insurance policies covering Seller’s Business and the Subject Assets referred to in Section 4.19; (v) operate, on maintain, repair and otherwise preserve the real property and personal property (including all imaging equipment) owned or prior leased by Seller, or any of its Subsidiaries, that is used in Seller’s Business consistent with past practice; (vi) comply with all applicable filing, payment and withholding obligations with respect to Taxes; (vii) collect Accounts Receivable in a manner consistent with its past practice; (viii) promptly notify Buyer in writing of any Action commenced or, to Seller’s Knowledge, Threatened against Seller or any of its Subsidiaries relating to Seller’s Business or any of the Closing DateSubject Assets; (ix) perform all material obligations of tenant under each Center Lease in a timely manner; and (x) not amend any Center Lease without Buyer’s approval, Sellers may not, without which approval shall not be unreasonably withheld or delayed. (b) Without the prior written consent of Buyer: (a) modify , Seller will not engage in any manner the compensation of practice, take any of the Employeesaction, or accelerate the payment of enter into any such compensation (other than in transaction outside the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with practice, take any Affiliateaction, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive transaction described in Section 4.6. Subject to compliance with applicable Law, from the Closing; and (j) agree, whether in writing or otherwise, date hereof until the earlier to do any occur of the foregoingFinal Closing or the Termination Date, Seller will confer on a regular and frequent basis with one or more designated Representatives of Buyer to report on operational matters and the general status of the ongoing business, operations and finances of Seller’s Business and will promptly provide to Buyer or its designated Representatives copies of all filings they make with any Governmental Body during such period.

Operation of Business. Until (a) Each of Medicis and Ascent agrees that, during the ClosingPre-Closing Period, Sellers shall use commercially reasonable effortsit will, except as otherwise required, authorized or restricted pursuant to an Order and Medicis will cause Medicis Manufacturing to: (i) conduct the operations of the Bankruptcy Court, to operate the Pediatrics Business exclusively in the Ordinary Course of Business. Sellers shall ; and (ii) use commercially reasonable efforts to (Ai) preserve intact their respective the current business organizations, (B) maintain organization of the Pediatrics Business, (Cii) keep available the services of their respective officers the current Business Employees of the Pediatrics Business, and employees, (Diii) maintain satisfactory relationships the relations and good will with licensors, licensees, all suppliers, contractors, distributors, consultantsmanufacturers, customers customers, landlords, creditors, licensors, licensees and others having business relationships independent contractors related to the Pediatrics Business; (b) Without limiting Section 4.2(a), each of Medicis and Ascent agrees that, during the Pre-Closing Period, it will not, and Medicis will cause Medicis Manufacturing not to, in each case without the prior written consent of BioMarin Acquisition (which consent solely with Sellers respect to clause (xiii) shall not be unreasonably withheld or delayed): (i) in connection with the operation a single transaction or series of related transactions, sell (including any sale leaseback), lease, license, pledge, transfer or otherwise dispose of (including through a dividend or distribution to any Person), or discontinue, all or any portion of the Business and Acquired Assets (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets except in the Ordinary Course of Business until Closing. Without limiting with respect to the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or Purchased Inventory); (ii) requiredterminate, authorized amend, modify or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in waive any manner the compensation of material right under any of the Employees, or accelerate the payment of any such compensation Acquired Business Contract (other than in the Ordinary Course of Business Business) or such that the liability associated with such modification is excluded from the Assumed Liabilities)Lyne License; (biii) engage dismiss any new Business Employee other than for cause; (iv) except in an amount, individually or in the aggregate, not to exceed $10,000, commit to make any capital expenditure or acquire any property or assets to the extent the commitment will be an Assumed Liability or the property or asset will be an Acquired Asset other than inventory and raw materials in the Ordinary Course of Business; (cv) sell, lease permit or otherwise dispose of, mortgage, hypothecate allow any of the Acquired Assets to be subject to any Encumbrance which cannot be removed or otherwise encumber any Purchased Asset (other than in satisfied prior to the Ordinary Course of Business)Effective Time; (dvi) fail to pay grant any increase in the compensation or benefits of any Business Employee (excluding any increase (not including any increase in base compensation) specifically provided for in the terms of, or legally required filingby, processing any bonus, pension, profit sharing or other feeplan or commitment) or any increase in the compensation (not including any increase in base compensation) or benefits payable, and use commercially reasonable efforts or to maintain the validity of Sellers’ rights inbecome payable, to or under any Purchased Intellectual Property; Business Employee, except for (eA) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business increases in the Ordinary Course of Business to Business Employees in terms of proportion and make any sales oftiming, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third partyand (B) other changes that are required by applicable Legal Requirements; (gvii) adopt, enter into or amend, or become obligated under, any employment, severance, bonus, profit sharing, compensation, equity interest, option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any Business Employee (including any new employee of the Pediatrics Business), except as required to comply with changes in applicable Legal Requirements; (viii) solely with respect to Ascent, commence, undertake or engage in any transaction with new and material line of business or commit to open or open a new office (or move or close any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Businessexisting office), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (hix) make any change in their method solely with respect to Ascent, amend its certificate of accountingincorporation, except in accordance with GAAPbylaws or similar constituent documents; (ix) adopt a plan or resolution to dissolve or liquidate Medicis, Medicis Manufacturing or Ascent; (xi) take any action that, or omit to take any action not otherwise prohibited by the terms of this Agreement the omission of which, would, or is reasonably likely to, (A) result in failure to satisfy the condition contained in Section 6.1 or (B) result in failure to satisfy the condition contained in Section 6.4; (xii) recognize any labor union or enter into any Contract collective bargaining agreement that includes any Business Employee; (xiii) settle or compromise any pending Proceeding on a basis requiring any agreement that would survive adversely affect the ClosingAcquired Assets or increase the Assumed Liabilities; andor (jxiv) agreeauthorize, whether in writing commit, enter into, or otherwiseoffer to enter into, any Contract to do take any of the foregoingactions referred to in this Section 4.2(b).

Operation of Business. Until (a) Except as set forth in Section 5.1(a) of the Closing, Sellers shall use commercially reasonable efforts, Disclosure Schedule and except with the written consent of the Buyer and subject to the Selling Parties acting as otherwise required, authorized or restricted debtors in possession pursuant to an Order sections 1107 and 1108 of the Bankruptcy CourtCode, to operate neither the Business Seller nor any of its Subsidiaries will engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness except as specifically required by the terms of this Agreement. Sellers The Seller and each of its Subsidiaries shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (Ci) keep available to the Buyer the services of their respective officers and present officers, employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, agents and independent contractors, distributorsand (ii) to keep their respective business, consultants, customers properties and others having business relationships with Sellers in connection with prospects substantially intact and to maintain the operation value of the Business and (E) pay all as a going concern, including the goodwill of their post-petition obligations in employees and other Persons having business relations with the Ordinary Course Seller and/or any of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. its Subsidiaries. (b) Without limiting the generality of the foregoing, and except with the written consent of the Buyer, neither the Seller nor any of its Subsidiaries shall: (i) as otherwise expressly provided incur any Indebtedness other than (A) Retained Liabilities, (B) borrowings under the DIP Facility necessary to provide working capital for the operation of the Business during the Case in the Ordinary Course of Business, (C) Indebtedness under the CIBC Facility or contemplated by this Agreement, or (D) Indebtedness under the Buyer DIP Facility; (ii) requiredenter into any Contractual Obligation to sell, authorized pledge, assign, voluntarily encumber, or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation otherwise dispose of any of the Employees, or accelerate the payment of any such compensation Acquired Assets (other than (w) sales or other transfers of inventory in the Ordinary Course of Business, (x) sales or other transfers of obsolete inventory in amounts and on terms consistent with the current practice of the Selling Parties as in effect from January 1, 2001 and (y) transfers of Acquired Assets solely among the Selling Parties or transfer of inventory in the Ordinary Course of Business or such that among the liability associated with such modification is excluded from the Assumed LiabilitiesSelling Parties and GB Canada) and (z) transactions permitted under clauses (vi), (xi) and (xiii) of this Section 5.1(b)); (biii) engage enter into, amend, modify or waive any new Employee term or condition of, any transaction with Affiliates (other than reimbursement of reasonable out-of-pocket business and travel expenses of current officers and directors in the Ordinary Course of BusinessBusiness in an aggregate amount of less than $20,000, with respect to the Seller's Chief Executive Officer, and $10,000 with respect to each other such Person, or except as permitted by clauses (iv) and (vii) below) or, other than on an arm's length basis, any other transaction; (civ) sellincrease any compensation or increase or adopt any benefit arrangement (including any change of control agreements, lease stay-pay agreements, special retention bonus, sales bonus or otherwise dispose ofother special compensation, mortgageseverance or golden parachute arrangements) for any employee, hypothecate consultant, officer or otherwise encumber any Purchased Asset director (other than than, (A) with respect to officers, increases in salary required under the terms of the Contractual Obligations listed in Section 3.22 of the Disclosure Schedule and (B) with respect to other employees, increases in salary that individually do not exceed $7,500 per annum and in the Ordinary Course of Businessaggregate do not exceed $200,000 per annum); (dv) fail to pay except as required by Law, amend, modify, waive any required filingterm or condition of, processing or make any determination under, any provision of any Seller Plan or make any change in the bonus target amounts or changes in the sales targets, earnings targets or other fee, and use commercially reasonable efforts to maintain the validity criteria for achievement or vesting of Sellers’ bonus payment rights in, to or under any Purchased Intellectual Propertyemployment agreements or bonus plans or arrangements of the Seller and/or any of its Subsidiaries; (evi) fail to use commercially reasonable efforts to maintain all Permits issue or otherwise make any Guarantee of Sellersany obligation of any other Person (other than (A) any Guarantee issued by the Selling Parties and XX Xxxxxx under the DIP Facility contemplated by Section 5.1(b)(i), including those used (B) any Guarantee issued by the Selling Parties under the Buyer DIP Facility, (C) any Guarantee issued by XX Xxxxxx in connection with any forbearances granted under the operation of the BusinessRevolver and Term Facility and (D) any Guarantee that constitutes a Retained Liability); (fvii) make any unusual or extraordinary efforts loans to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, Person other than the usual discounts given by the Business reasonable business expense advances to officers, directors and employees made in the Ordinary Course of Business and make any sales of, loans by one or convey any interest in, any accounts receivable more of the Selling Parties solely to one or intercompany obligation, liability or Indebtedness to any third partymore of the Selling Parties; (gviii) engage enter into, amend, modify or waive in any transaction material respect any term or condition of any Contractual Obligation concerning employment with any Affiliatesenior officer of the Seller or any of its Subsidiaries; (ix) initiate or settle any lawsuit, subsidiary, shareholder, officer arbitration or director of any Seller similar proceeding (other than the Case and any that could not be reasonably expected to involve consideration payable by or to any Selling Party in excess of $10,000), provided, however, that compliance with this subsection shall in no event constitute a breach of Section 3.9(d) or 5.1(a)(ii); (x) purchase or otherwise acquire a material portion of the assets of any Person; (xi) authorize or enter into any licensing arrangement (y) involving guaranteed consideration payable by or to the Seller or any of its Subsidiaries in excess of $100,000 per annum per licensing arrangement or (z) that constitutes an amendment or renewal of an existing license that, prior to such amendment or renewal, involved guaranteed consideration payable to the Seller or any of its Subsidiaries in excess of $100,000 per annum during any fiscal year during the last five (5) years; (xii) authorize or make any direct manufacture or pre-production expenditure exceeding $150,000 in the aggregate, except for expenditures made in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) Business for the obligations pre-production, production, manufacturing, shipping or display of any such Personbooks; (hxiii) make create any change Lien upon any of the Acquired Assets (including any Lien upon any assets, tangible or intangible, of XX Xxxxxx other than Permitted Liens or Liens created pursuant to the DIP Facility contemplated by Section 5.1(b)(i)), or Liens created in their method of accounting, except in accordance connection with GAAPany forbearances granted under the Revolver and Term Facility; (ixiv) pledge to make or make any charitable contribution; (xv) with respect to XX Xxxxxx, from and after the date of the Closing Date Schedule of Liabilities, issue any check, letter of credit or similar instrument or initiate any wire transfers from XX Xxxxxx; (xvi) during the five days preceding the Closing Date, issue any check in an amount in excess of $1,000 without the Buyer's prior consent, not to be unreasonably withheld; (xvii) pay any amount to any third party in respect of any Liability which would not constitute an Assumed Liability if in existence as of the Closing before such amount is due; or (xviii) otherwise engage in any practice, take any action, or enter into any Contract that would survive transaction of the Closing; andsort described in Section 3.9 (Absence of Changes) (other than clauses (a), (g) or (h) thereof, or clause (r) thereof as such clause applies to clauses (a), (g) or (h)). (jc) agree, whether The Seller and its Subsidiaries shall take all actions necessary to cause the Lease Deposit to be in writing or otherwise, to do any of place in full at the foregoingClosing Date.

Operation of Business. Until (a) From the Closing, Sellers shall use commercially reasonable effortsdate hereof through the Closing Date, except as otherwise requiredmay be expressly contemplated by this Agreement and except as may be consented to in writing by a Buyer Party, authorized or restricted pursuant Seller shall with respect to an Order of the Bankruptcy CourtBusiness and shall cause each Related Entity, to operate the extent Seller has Control thereof, to: (i) conduct the Business only in the Ordinary Course of Business. Sellers shall ; and (ii) use its commercially reasonable efforts to preserve the present business operations, organization (including Employees) and goodwill of Seller and each Related Entity and use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory present relationships with licensors, licensees, suppliers, contractors, distributors, consultants, Persons having business dealings with Seller or a Related Entity with respect to the Business (including customers and others having business relationships with Sellers in connection with the operation of the Business and suppliers). (Eb) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by during the period from the date of this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior Agreement to the Closing Date, Sellers may notexcept as otherwise provided in this Agreement or as a Buyer Party shall otherwise consent, without Seller covenants and agrees that, with respect to the prior written consent of BuyerBusiness, Seller and each Related Entity, to the extent Seller has Control thereof, shall: (ai) modify in any manner the compensation preserve and maintain its corporate existence and exercise all reasonable efforts to preserve and maintain all of any of the Employeesits rights, privileges and franchises necessary or accelerate the payment of any such compensation (other than desirable in the Ordinary Course ordinary conduct of its business, including preserving the relationships with third parties to the Business; (ii) utilize the Purchased Assets and the assets of a Related Entity and conduct the Business or such that as currently utilized and conducted in the liability associated ordinary course of business (including with such modification is excluded from the Assumed Liabilitiesrespect to all interactions with Governmental Authorities); (biii) engage any new Employee exercise all reasonable efforts to keep available to it the goodwill of its customers, suppliers and other than Persons with whom business or other relationships exist (including governmental officials) to the end that its goodwill, ongoing business or other relationships shall not be impaired at or prior to Closing; (iv) exercise all reasonable efforts to maintain its existing relationships with the Employees; (v) continue to (1) make marketing, advertising, promotional and other similar expenditures and (2) collect accounts receivable and pay accounts payable and similar obligations, in each case relating to the Business in the Ordinary Course of Business; (cvi) duly comply in all material respects with all Laws and Governmental Approvals, including all Environmental Laws, applicable to the Business; (vii) maintain the Records of Seller and the Related Entities in the Ordinary Course of Business; (viii) maintain and repair the Purchased Assets and the assets of each Related Entity (including the making of scheduled capital expenditures) in the Ordinary Course of Business; (ix) maintain in effect insurance with respect to the Purchased Assets and the assets of each Related Entity in the Ordinary Course of Business and against risks, with carriers and in amounts (including deductibles) consistent with past practice; (x) maintain Inventory and equipment related to the Business at levels consistent with the Ordinary Course of Business in accordance with the applicable level of business activities; (xi) not create any new Lien on any of the Purchased Assets or assets of a Related Entity, other than Permitted Liens; (xii) not enter into any material Contract or any material amendment, modification or waiver of any existing material Contract outside the Ordinary Course of Business; (xiii) except in the Ordinary Course of Business, not waive or release any material right relating to any Purchased Asset, the assets of any Related Entity or the Business; (xiv) except in the Ordinary Course of Business, not (A) grant any severance or termination pay to any Employee, (B) enter into any Employment Agreement (or any amendment to any existing Employment Agreement) with any Employee, (C) increase benefits payable under or, except as expressly required by this Agreement, conditions concerning eligibility to receive benefits under any existing Benefit Plans or Employment Agreements, (D) establish, amend or terminate any Benefit Plan or (E) increase compensation, bonus or other benefits payable to any Employee; (xv) not take or fail to take any action that could reasonably be expected to constitute a material default or an event of default with respect to any of the Assigned Contracts; (xvi) not sell, lease assign or otherwise dispose oftransfer, mortgageor agree to sell, hypothecate assign or otherwise encumber transfer, any of the Purchased Asset Assets or any of Seller’s or the Related Entities’ interests therein (other than except for sales in the Ordinary Course of Business); (dxvii) fail not make any change in any accounting principle or costing methodology with respect to pay the Purchased Assets or the Business, except as may be appropriate to conform to changes in GAAP during such period; (xviii) not make any required filingTax election or settle or compromise (or agree to settle or compromise) any Liability for Taxes that would reasonably be expected to materially and adversely affect the Purchased Assets, processing the assets of any Related Entity or the Business after the Closing; (xix) make in a timely fashion all planned capital expenditures with respect to the Facilities and otherwise; (xx) not commit to make any capital expenditure or other feeaddition or improvement to property, buildings and use commercially reasonable efforts to maintain equipment, in excess of $50,000; (xxi) not license any of the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (exxii) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than except in the Ordinary Course of Business), incur or assume not create any long term or short term debt material Liability with or on behalf respect to any of the Purchased Assets, the assets of any such Person Related Entity or guarantee, endorse or otherwise with respect to the Business that would be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Personan Assumed Liability; (hxxiii) make not settle or commit to settle any change in their method Proceeding relating to the Business involving payment of accounting, except in accordance with GAAPmore than $50,000; (ixxiv) except as required by GAAP, not write off any accounts receivable without adequate consideration; (xxv) neither collect a receivable nor pay or fail to pay a payable of the Business outside the Ordinary Course of Business; (xxvi) not enter into any Contract or commitment with an Affiliate that relates to the Business if such Contract or commitment would survive the Closing; andconstitute an Assumed Liability; (jxxvii) not make distributions or dividends to the holders of Equity Securities of any of the Related Entities (other than Seller), except to the extent required by the applicable partnership agreement or operating agreement of the Related Entities, and except that CCSI may distribute to its partners amounts which CCSI receives from Seller in repayment of that certain loan outstanding as of the date hereof made by CCSI to Seller; or (xxviii) not agree, whether in writing or otherwise, to do act or omit to act in violation of any of the foregoing.