Common use of Operation of Business Clause in Contracts

Operation of Business. FDH shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure The Company covenants and agrees that, except as permitted, required or specifically contemplated by, or otherwise described in, this Agreement or the other Transaction Documents or otherwise consented to or approved in writing by the MidOcean Investor and the Sandler Investors during the Pre-period commencing on the date hereof and ending on the Closing PeriodDate: (a) It conducts The Company and each of the Subsidiaries will conduct their respective operations only according to their ordinary and usual course of business consistent with past practice and will use their reasonable best efforts to preserve intact their respective business organization, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, joint venture partners, and others having significant business relationships with them; (b) Each of the Company and the Subsidiaries shall: (i) operate its operations business in all material respects in the Ordinary Course of Business ordinary course and in material compliance with Applicable Laws; (ii) not adopt any amendment to its Certificate of Incorporation or by-laws or comparable organizational documents; (iii) not split, combine or reclassify any shares of the same manner Company's Capital Stock; (iv) not declare or pay any dividend or distribution (whether in cash, stock or property) in respect of its Capital Stock or increase the number of shares subject to any stock incentive or option plan with respect to the Capital Stock of the Company or any Subsidiary; (v) not take any action, or knowingly omit to take any action, that would, or that would reasonably be expected to, result in (a) any of the representations and warranties of the Company set forth in Article III becoming untrue or (b) any of the conditions to the obligations of the Investors set forth in Section 7.2 not being satisfied or (c) the triggering of any of the anti-dilution adjustments under the Certificate of the Powers, Designations, Preferences and Rights relating to the Original Preferred Stock; (vi) not issue or sell any shares of its Capital Stock (other than (a) in connection with the exercise of options or warrants outstanding on the date hereof or (b) in connection with the Private Placement) or any of its other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of, any shares of its Capital Stock or any of its other securities, or make any other changes in its capital structure; (vii) not acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business or division thereof; (viii) not, except to the extent required under existing employee and director benefit plans, agreements or arrangements as such operations have been conducted prior to in effect on the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, compensation or fringe benefits or other compensation or remuneration payable to, of any of its directors, officers or employees, except for increases in salary or wages of employees of the Company or any Subsidiaries who are not officers of the Company in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of the Company or any of the Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (hix) It does not change adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its methods of accounting or accounting practices in any respectthe Subsidiaries; (ix) It does not commence or take incur any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, material liability for taxes other than in the Ordinary Course ordinary course of Businessbusiness; (ii) incur, assume or prepay enter into any indebtedness, Indebtedness settlement or obligation closing agreement with a taxing authority that materially affects or may materially affect the tax liability of the Company or any other liabilities or issue any debt securities, other than in of the Ordinary Course of BusinessSubsidiaries; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;or (kxi) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction agreement or take commitment to do any other action outside of the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementforegoing.

Operation of Business. FDH shall ensure that(a) From the Execution Date until the Closing, during except as described on Schedule 6.2 or as permitted under Section 6.11 or required under any Governing Documents of any member of the Pre-Closing PeriodSamedan Group, (i) Sellers shall: (aA) It conducts not transfer, sell, hypothecate, encumber, novate, or otherwise dispose of any of its operations Assets or the Subject Securities; (B) not terminate (other than terminations based on the expiration without any affirmative action by any Seller), materially amend, execute, or extend any Material Contracts; and (C) not agree or commit to do any of the foregoing. (ii) Noble Holdings shall vote its Subject Securities and shall cause each member of the Samedan Group to: (A) not transfer, sell, hypothecate, encumber, novate, or otherwise dispose of any of its Assets; (B) not terminate (other than terminations based on the expiration without any affirmative action by any member of the Samedan Group), materially amend, execute, or extend any Material Contracts; (C) maintain the books of account and Records relating to the Samedan Group in the Ordinary Course usual, regular and ordinary manner, in accordance with the usual accounting practices of Business and in the same manner as each such operations have been conducted prior Person; (D) not grant any Person any right with respect to the date Subject Securities or any Securities of this Agreementany member of any Samedan Subsidiary; (E) not incur any Indebtedness; (F) not hire any employees; (G) not make a Securities investment in any other Person; (H) not acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of or otherwise acquire any business of, or acquire any Securities in, or make capital contribution to or any investment in, any Person or division thereof; (I) not split, combine or reclassify any of its outstanding Securities; (J) not adopt a plan or agreement of complete or partial liquidation, dissolution or wind-up any member of the Samedan Group; and (K) not agree or commit to do any of the foregoing. (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect Purchaser’s approval of any shares action restricted by Section 6.2(a) shall not be unreasonably withheld or delayed and shall be considered granted within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Sellers’ notice) of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the repurchase contrary during that period. Requests for approval of shares of FDH upon termination of employees at the original purchase price pursuant any action restricted by this Section 6.2 shall be delivered to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount either of the wagesfollowing individuals, salaryeach of whom shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Black Stone Minerals Company, commissionsL.P. 0000 Xxxxxx Xxxxxx, fringe benefits or other compensation or remuneration payable toSuite 2020 Houston, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.Texas 77002 Attn: Xxxxxxxx Xxxx Email: XXxxx@xxxxxxxxxxxxxxxxxx.xxx

Operation of Business. FDH Seller will not (and shall ensure thatcause each Subsidiary of Seller not to) engage in any practice, during take any action, or enter into any transaction outside the Pre-Closing Period:Ordinary Course of Business without the consent of Buyer, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, without the consent of Buyer, which consent shall not be unreasonably withheld, Seller shall not (and shall cause each Subsidiary of Seller not to): (a) It conducts its operations pay any bonus to an officer or Key Employee or transfer any assets (other than the Excluded Assets) to any Person; (b) pay or prepay accounts payable or any other Liabilities other than as set forth in Seller’s expense projections as approved by Buyer (the “Expense Projections”); (c) amend the Charter; (d) or amend the Bylaws or charter of any committee of the Board of Trustees; (e) engage in any transactions or enter any Contracts outside the Ordinary Course of Business or enter into any Contract, loan or arrangement with a shareholder or an Affiliate thereof or a director, trustee or Affiliate thereof; (f) hire any new or terminate any existing officer or Key Employee or contractor entitled to compensation in excess of amounts set forth in the Expense Projections; (g) increase any officer or Key Employee salaries, benefits or other compensation, including issuing any equity or options, or prepay debt beyond scheduled amortization or granting any additional compensation, Contract, or increase in salary or compensation of any officer, director, trustee or Key Employee of Seller, any Subsidiary of Seller or any Affiliate; (h) create, incur, assume or suffer to exist any Liability with respect to Indebtedness except for Indebtedness and Liabilities incurred in the Ordinary Course of Business and or as set forth in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respectExpense Projections; (i) It does not commence create, incur, assume or take suffer to exist any action or fail to take any action which would result in the commencement Lien of any Proceedingnature, upon or with respect to any of its properties, now owned or hereinafter acquired, or assign or otherwise convey any right to receive income; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course securities or securities convertible into or debt or Indebtedness of Business; (iii) assume, guarantee, endorse for the obligations Seller or any Subsidiary of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySeller; (k) It pays all debts and Taxesfile for bankruptcy, files all of its Tax Returns (as provided herein) and pays receivership or performs all other obligationsinsolvency proceedings under any applicable law or consent to the filing for bankruptcy, when duereceivership or similar proceedings; (l) It does not hire purchase or otherwise acquire, or agree to purchase or otherwise acquire, the securities of any new officer-level employee;other Person; or (m) Except as otherwise contemplated hereunder, it does not enter into commit to any transaction or take any other action outside of the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementforegoing.

Operation of Business. FDH shall ensure thatDuring the Option Period, during the Pre-Closing Period: (a) It conducts The Learning Annex will operate its operations business as now operated and only in the Ordinary Course of Business normal and in the same manner as ordinary course and, consistent with such operations have been conducted prior to the date of this Agreement; (b) It uses operation, will use its commercially reasonable best efforts to preserve intact its current present business organization, to keep available and not terminate the services of its current officers and employees and to maintain its relations and goodwill satisfactory relationships with all supplierslicensors, customers, landlords, creditors, licensorsfranchisees, licensees, employees suppliers, contractors, distributors, customers and other Persons persons having business relationships dealings with FDHit. Without limiting the generality of the foregoing, during the Option Period The Learning Annex shall not without the prior written consent of GHS, in each case other than in the ordinary course of business, take or cause to occur any of the following actions or transactions; (ci) It does not declareThe sale, accruelease, set license, transfer, Encumbrance, pledge or other disposition of The Learning Annex's material assets, involving more than $50,000 in any one transaction (or series of related transactions); (ii) any declaration, setting aside or pay payment of any dividend or make other distribution of any assets of any kind whatsoever with respect to any shares of the capital stock of The Learning Annex, or any direct or indirect redemption, purchase or other acquisition of any such shares of the capital stock of The Learning Annex (other than (1) any cash dividends and (2) the payment or disposition, by dividend or otherwise, of (A) the payments of the Options Price pursuant to this Agreement, (B) the Shares and (C) so long as Xxxxxx Xxxxxxxx or Xxxx Xxxxx are full time employees of The Learning Annex, the license fees paid by GHS to the Learning Annex pursuant to the License Agreement); (iii) any stock split, reverse stock split, combination, reclassification or recapitalization of any capital stock of The Learning Annex, or any issuance of any other distribution security in respect of any shares of its capital stockor in exchange for, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of BusinessThe Learning Annex; (eiv) It does not amend its Articles any increase in or modification to or acceleration of Incorporationany benefits payable or to become payable under any bonus, Bylaws pension, severance, insurance or other Organizational Documentsbenefit plan, and does payment or arrangement (including, but not effect limited to, the granting of stock options, restricted stock awards or become a party to stock appreciation rights) made to, for or with any recapitalizationofficer, reclassification key employee, consultant or agent of shares, stock split, reverse stock split or similar transactionThe Learning Annex; (fv) It does not revalue any loan, advance or capital contribution to or investment in (or series of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any related loans, advances or capital contributions to, to or investments in) any person in each case in excess of $50,000 or the engagement in any transaction with any employee, any other Personofficer, director or securityholder, other than advances to employees in the Ordinary Course ordinary course of Business; business for travel and similar business expenses; (vi) any change in the accounting methods or practices followed The Learning Annex or any change in depreciation or amortization policies or rates theretofore adopted; (vvii) fail to maintain insurance any acceleration or decceleration of payment of accounts payable or collection of accounts receivable other than in a manner consistent with past practices for its business and propertypractice; (kviii) It pays all debts and Taxesany incurrence, files all refinancing or alteration of its Tax Returns material terms by The Learning Annex of indebtedness for borrowed money in excess of $150,000 in the aggregate (as provided herein) and pays or performs all other obligations, when duethe guaranty by The Learning Annex of any such indebtedness); (lix) It does not hire conducting operations or entering into transactions materially inconsistent with the annual business plan in effect at the time or material changes in the strategic direction of the business or scope of the business or entering into any new officer-level employeematerial joint venture outside the ordinary course of business; (mx) Except as otherwise contemplated hereunder, it does not enter into any transaction amendments or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction changes in The Learning Annex's Charter or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementby-laws.

Operation of Business. FDH shall ensure that, Except as set forth in SECTION 6.2 of the Company Disclosure Letter or otherwise expressly contemplated by this Agreement during the Pre-Closing Period: period from the date hereof to the Effective Time, the Company will and will cause each of the Acquired Subsidiaries to (ai) It conducts conduct its operations in the Ordinary Course of Business and, to the extent consistent therewith, with no less diligence and effort than would be applied in the same manner as such operations have been conducted prior to the date absence of this Agreement; , (bii) It uses use its commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available and not terminate the services service of its current officers and employees and maintain preserve its relations and goodwill relationships with all customers, suppliers, customersdistributors, landlordslessors, creditors, licensorsemployees, licensees, employees contractors and other Persons others having business relationships dealings with FDHit 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, except as otherwise expressly provided in this Agreement, prior to the Effective Time, neither the Company nor any of the Acquired Subsidiaries will, without the prior written consent of Parent: (a) amend its Organizational Documents; (b) 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 stock of any class or any other debt or equity securities or equity equivalents (including any stock options or stock appreciation rights), except for the issuance and sale of Shares pursuant to the exercise of Options granted prior to the date hereof; (c) It does not split, combine or reclassify any shares of its capital stock, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of any shares of its capital stock, and does not repurchasemake any other actual, redeem constructive or otherwise reacquire any shares deemed distribution in respect of its capital stock or other securitiesotherwise make any payments to stockholders in their capacity as such, except with respect to or redeem or otherwise acquire any of its securities or any securities of any of the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofAcquired Subsidiaries; (d) It does not sell adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Acquired Entity (other than the Merger); (e) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of any Acquired Subsidiary; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities in each case, except for borrowings under existing lines of credit in the Company's Ordinary Course of Business, or modify or agree to any amendment of the terms of any of the foregoing; (ii) assume, guarantee, endorse or otherwise issue become liable or responsible (whether directly, contingently or grant otherwise) for the obligations of any warrantsother Person except for obligations of an Acquired Subsidiary incurred in the Company's Ordinary Course of Business; (iii) make any loans, options advances or capital contributions to or investments in any other rights Person (other than to purchasean 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 securitiesEncumbrance 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 issuance benefit or welfare of shares any director, officer, employee or consultant in any manner or increase in any manner the compensation or fringe benefits of FDH 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) grant any severance or termination pay to any director, officer, employee or consultant, except payments made pursuant to option grants written agreements outstanding on the date hereof, the terms of which are completely and correctly disclosed in the Company Disclosure Letter and copies of which have been provided to employees made under Parent, or as required by applicable federal, state or local law or regulations; (i) exercise its discretion or otherwise voluntarily accelerate the option plan 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; (ek) It does not amend its Articles except as may be required as a result of Incorporationa change in applicable Law or in GAAP, Bylaws change any of the accounting principles, practices or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionmethods used by it; (fl) It does not revalue in any material respect any of its assets, including, without limitation, including writing down the value of inventory or writing writing-off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence 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 is adverse to the Company or any of the Acquired Subsidiaries; (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; (n) make 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, 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 which would result in that could (i) limit the commencement utilization of any Proceedingof 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; (js) It does not (i) acquireaccelerate the collection of receivables or defer the payment of payables, dispose of, transfer, lease, license, mortgage, pledge or encumber modify the payment terms of any fixed receivables or other assetspayables, other than immaterial changes in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance a manner consistent with past practices for its prudent business practice and propertyafter prior consultation with Parent; (kt) It pays all debts and Taxessell, files all of its Tax Returns (as provided herein) and pays securitize, factor or performs all other obligations, when due;otherwise transfer any accounts receivable; or (lu) It does not hire any new officer-level employee; (m) Except as take or agree in writing or otherwise contemplated hereunder, it does not enter into any transaction or to take any other action outside of the Ordinary Course of Business; and actions described in SECTIONS 6.2(A) THROUGH 6.2(T) (n) It does and it shall not enter into any transaction or take any other action that likely would cause make any of the representations or constitute a Breach warranties of any representation or warranty made by it the Company contained in this AgreementAgreement (including the exhibits hereto) untrue or incorrect).

Operation of Business. FDH shall ensure thatFrom the Execution Date until the Closing Date, during the Pre-Closing Periodeach Party shall: (a) It conducts conduct its operations business related to its pre-Closing Exchange Assets in the Ordinary Course of Business ordinary course consistent with such Party’s recent development program and in the same manner as such operations have been conducted prior to the date of this Agreementprudent industry practice; (b) It uses its commercially reasonable efforts not commit to preserve intact its current business organizationany new operation on the Exchange Assets, keep available and not terminate or incur any contractual obligation or Liability, reasonably anticipated by the services Transferring Party to require future capital expenditures by the owner of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Exchange Assets in excess of Ten Thousand Dollars ($10,000); (c) It does not declarevoluntarily terminate, accrueamend, set aside execute or pay extend any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofmaterial Contracts; (d) It does maintain insurance coverage on its pre-Closing Exchange Assets presently furnished by nonaffiliated Third Parties in the amounts and of the types presently in force and not sell or otherwise issue (or grant make any warrants, options or other rights election to purchase) be excluded from any shares of capital stock or any other securities, except coverage provided by an operator for the issuance of shares of FDH joint account pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessa joint mining agreement or similar agreement; (e) It does not amend maintain all Permits, approvals, bonds and guaranties affecting its Articles of Incorporation, Bylaws or other Organizational Documentspre-Closing Exchange Assets, and does not effect make all filings that the Transferring Party or become a party any of its Affiliates is required to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionmake under applicable Law with respect to such Exchange Assets; (f) It does not revalue transfer, sell, hypothecate, encumber or otherwise dispose of any portion of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Businesspre-Closing Exchange Assets; (g) It does not establish or adopt create any Employee Benefit Planlien, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits security interest or other compensation Encumbrance with respect to its pre-Closing Exchange Assets, nor (i) enter into any agreement for the sale, disposition or remuneration payable toencumbrance of any portion of such Exchange Assets, nor (ii) dedicate, sell, encumber or dispose of any of its directorsMinerals produced from such Exchange Properties, officers or employeesif any; (h) It does grant any preferential right or other right to purchase or agree to require the consent of any Person not change any otherwise required to consent to the transfer and conveyance of its methods of accounting or accounting practices in any respectpre-Closing Exchange Assets to the Acquiring Party; (i) It does not commence or take any action or fail to take any action which would result in the commencement case of Kingtone, not issue or authorize the issuance of any Proceedingof Kingtone’s securities or rights to acquire such securities; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber voluntarily abandon any fixed or other assets, of its pre-Closing Exchange Assets other than in as required pursuant to the Ordinary Course terms of Businessa Lease or applicable Law; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;and (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take agreement with respect to any other action outside of the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach foregoing. Requests for approval of any representation or warranty made action restricted by it this Section 6.4 shall be delivered to the applicable Acquiring Party by the Transferring Party in accordance with the notice provisions of Section 12.2. The Acquiring Party’s approval of any action restricted by this AgreementSection 6.4 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 the Transferring Party’s notice) after the Transferring Party’s notice to the Acquiring Party requesting such consent unless the Acquiring Party notifies the Transferring Party to the contrary during that period.

Operation of Business. FDH During the period beginning --------------------- with the date hereof and ending on the Closing Date, RTI shall ensure thatconduct its business only in the normal and ordinary course and use commercially reasonable efforts to preserve its business organization intact, to retain the services of its present employees and to preserve the goodwill of its customers and suppliers. In addition, RTI will agree that without Mpath's prior written consent (which consent shall not be unreasonably withheld or delayed) and during the Pre-Closing Periodsuch period, it will not: (a) It conducts its operations Except for the issuance of shares of capital stock of RTI upon exercise or conversion of currently outstanding options, warrants or preferred stock, issue or sell, or contract to issue or sell, any shares of capital stock of RTI or any securities convertible into or exchangeable for shares of capital stock of RTI or securities, warrants, options or rights to purchase any of the foregoing (with the understanding of the parties being that in the Ordinary Course period beginning on the date hereof and ending on the Closing Date, RTI will be permitted to issue to newly hired RTI employees a number of Business options to be determined on terms, including exercise prices, mutually acceptable to Mpath and RTI, with a view to causing such issuances to be done without the incurrence of compensation expense and with the understanding that such issuances and option grants of cash shall in no way affect the same manner as such operations have been conducted prior number of Total Consideration Shares or the aggregate amount to be paid to the date holders of this AgreementRTI Preferred Stock, if any); (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate Incur any indebtedness for borrowed money other than in the services ordinary course of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHbusiness; (c) It does not declare, accrue, set aside Purchase or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except securities (other than repurchases done pursuant to existing restricted stock agreements in connection with respect the termination of the employment of RTI employees prior to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofClosing); (d) It does not sell Declare or otherwise issue (pay any dividends or grant agree to make any warrants, options or other rights distribution with respect to purchase) any shares of its capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessstock; (e) It does not amend Amend its Articles Certificate of Incorporation, Bylaws Incorporation or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionBylaws; (f) It does not revalue Increase the compensation of any officer, employee or agent of its assetsRTI, including, without limitation, writing down the value of inventory create any additional employee benefit plan or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Businessamend any existing employee benefit plan; (g) It does not establish Propose or adopt enter into an agreement with any Employee Benefit Planperson, and does not pay other than Mpath, providing for the possible acquisition (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) of any bonus or make any profit sharing or similar payment to, or increase the amount material portion of the wages, salary, commissions, fringe benefits capital stock or other compensation or remuneration payable to, any assets of its directors, officers or employees;another entity. (h) It does Enter into any agreement in which the obligation of RTI exceeds $25,000 or shall not change any of its methods of accounting terminate or accounting practices in any respect;be subject to termination for convenience within 180 days following execution without Mpath's consent; or (i) It does Enter into any agreement not commence or take any action or fail to take any action which would result in the commencement ordinary course of any Proceeding;business; or (j) It does not (i) acquireAllow any intellectual property deadlines, dispose of, transfer, lease, license, mortgage, pledge registrations or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail applications to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementlapse.

Operation of Business. FDH shall ensure thatThe Target will not (and will not cause or permit any of its Subsidiaries to) engage in any practice, during the Pre-Closing Period: (a) It conducts its operations in take any action, or enter into any transaction outside the Ordinary Course of Business Business, other than with the prior written consent of the Acquiror. Without limiting the generality of the foregoing: (i) none of the Target and its Subsidiaries will authorize or effect any change in the same manner as such operations have been conducted prior to the date of this Agreementits charter or bylaws; (bii) It uses none of the Target and its commercially reasonable efforts Subsidiaries will grant (except as set forth on Schedule 5(f)(ii)) or accelerate or permit the acceleration of the vesting of any options, warrants, or other rights to preserve intact its current business organization, keep available and not terminate the services purchase or obtain any of its current officers and employees and maintain its relations and goodwill with all supplierscapital stock or issue, customerssell, landlordsor otherwise dispose of any capital stock of the Target or any Subsidiary (except upon the conversion or exercise of options, creditorswarrants, licensors, licensees, employees and other Persons having business relationships with FDHrights to acquire shares of capital stock of the Target currently outstanding and disclosed in this Agreement) except that (i) vesting of Target Options held by Xxxxxxx X. Xxxxxxx will be accelerated at the Effective Time pursuant to his employment agreement and (ii) the Target may accelerate the vesting of Target Options for employees of the Target that the Acquiror notifies the Target will not be continued as employees of the Surviving Corporation after the Effective Time; (ciii) It does not none of the Target and its Subsidiaries will declare, accrueset aside, set aside or pay any dividend or make distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (div) It does not sell or otherwise none of the Target and its Subsidiaries will issue (or grant any warrantsnote, options bond, or other rights to purchase) debt security or create, incur, assume, or guarantee any shares obligation of capital stock any third party or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; (ev) It does not amend none of the Target and its Articles Subsidiaries will sell or dispose of Incorporation, Bylaws material assets or other Organizational Documents, and does not effect or become a party to will impose any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue Security Interest upon any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in assets outside the Ordinary Course of Business; (gvi) It does not establish or adopt any Employee Benefit Plan, none of the Target and does not pay any bonus or its Subsidiaries will make any profit sharing or similar payment capital investment in, make any loan to, or increase acquire the amount securities or assets of any other Person outside the Ordinary Course of Business; (vii) none of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, Target and its Subsidiaries will make any change in employment terms for any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquireofficers, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in and employees outside the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kviii) It pays all debts none of the Target and Taxes, files all of its Tax Returns (Subsidiaries will take any action that will preclude the Merger from being treated as provided hereina tax-free reorganization pursuant to Internal Revenue Code Sections 368(a)(1)(A) and pays or performs all other obligations, when due368(a)(2)(D); (lix) It does not hire none of the Target and its Subsidiaries will amend any new officer-level employee; (m) Except as otherwise contemplated hereunderemployment agreement or increase the compensation of directors, it does not enter into any transaction officers or take any other action employees outside the Ordinary Course of Business; and (nx) It does not enter into none of the Target and its Subsidiaries will commit to any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing.

Operation of Business. FDH Except as contemplated by this Agreement, UBIBV shall ensure that, during procure that each of the Pre-Closing Period: (a) It conducts Vermont Entities shall conduct its operations in the Ordinary Course ordinary and usual course of Business business consistent with past practice and to the extent consistent therewith, with no less diligence and effort than would be applied in the same manner as such operations have been conducted prior to the date absence of this Agreement; (b) It uses its , use their commercially reasonable efforts efforts: (i) to preserve intact its current business organizationorganizations, and (ii) to keep available and not terminate the services service of its current officers and employees and maintain to preserve its relations and goodwill relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees suppliers and other Persons others having business relationships dealings with FDHit to the end that goodwill and ongoing businesses shall be unimpaired at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or in the Disclosure Schedule, prior to the Closing Date no Vermont Entity will, without the prior written consent of Buyer and Communications: (a) amend its certificate of incorporation or bylaws (or other similar governing instrument); (cb) It does not authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities convertible into or exchangeable for any stock or any equity equivalents (including, without limitation, any stock options or stock appreciation rights); (i) split, combine or reclassify any shares of its capital stock; (ii) declare, accrue, 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; (iii) make any other actual, constructive or deemed distribution in respect of any shares of its capital stock, and does not repurchase, redeem stock or otherwise reacquire make any shares payments to stockholders in their capacity as such; or (iv) redeem, repurchase or otherwise acquire any of its capital stock securities or other securities, except with respect to the repurchase any securities of shares any of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofits subsidiaries; (d) It does not sell adopt a plan of complete or otherwise issue (or grant any warrantspartial liquidation, options dissolution, merger, consolidation, restructuring, recapitalization or other rights to purchase) any shares reorganization of capital stock itself or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessits subsidiaries; (e) It does not amend its Articles of Incorporationalter through merger, Bylaws liquidation, reorganization, restructuring or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence other fashion the corporate structure or take any action or fail to take any action which would result in the commencement ownership of any Proceedingsubsidiary; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure thatBetween the Effective Date and the Closing Date the Seller will not engage in any practice, take any action, or enter into any transaction outside of the ordinary course in connection with the Wholesale Business. Without limiting the generality of the foregoing, during such period, the Pre-Closing Period: Seller (ai) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; will not (bA) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrueset aside, set aside or pay any dividend or make any other distribution in with respect of to its capital stock or redeem, purchase, or otherwise acquire any shares of its capital stock, (B) pay any amount to any third party with respect to any Liability or obligation (including any costs and does expenses the Seller has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not repurchaseconstitute an Assumed Liability if in existence as of the Closing, redeem (C) institute or execute any new or modify any existing severance or termination pay practice, whether conditionally or otherwise reacquire and whether pursuant to any shares Contractual Obligation, Employee Plan or otherwise, with respect to any employee, officer, director or independent contractor of its capital stock the Wholesale Business or whose responsibilities relate to the Wholesale Business; (D) make any changes in the rate or terms of the current or future compensation of any director, officer or employee of the Wholesale Business or whose responsibilities relate to the Wholesale Business, except for (x) normal periodic adjustments in the ordinary course for a wholesale coffee business and consistent with past practice, and (y) changes required by an applicable Legal Requirement; (E) establish, enter into, adopt, amend, terminate or otherwise terminate the coverage or benefits available under any Employer Plan or enter into any collective bargaining agreement or other securities, except agreement with a labor union in either case with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; Wholesale Business; (dF) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus to any director or make officer working for the Wholesale Business or otherwise grant any profit sharing unusual or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits extraordinary benefit or other direct or indirect compensation to any person; (G) change the manner in which contributions to any Employer Plan are made or remuneration payable tothe basis on which such contributions are determined, any of its directorsexcept, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquireeach case, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Businessas may be required by applicable Legal Requirements; and (ii) incurwill (A) keep available to the Buyer the services of the Seller’s present officers, assume or prepay any indebtednessemployees, Indebtedness or obligation or any other liabilities or issue any debt securitiesagents and independent contractors related to the Wholesale Business, other than in the Ordinary Course of Business; and (iiiB) assume, guarantee, endorse preserve for the obligations benefit of any other personBuyer the goodwill of Seller’s customers, other than in the Ordinary Course of Business; (iv) make any loanssuppliers, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent landlords and others having business relations with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementit.

Operation of Business. FDH shall ensure thatExcept as contemplated hereby or as disclosed on Section 5.3 of the Disclosure Schedule, during Parent and the Pre-Closing Period: (a) It conducts its operations Sellers will cause the Target Companies and Target Subsidiaries to operate in all material respects in the Ordinary Course of Business Business. Without limiting the generality of the foregoing, except as disclosed on Section 5.3 of the Disclosure Schedule, neither Parent nor the Sellers will cause or permit any of the Target Companies or Target Subsidiaries to, without the prior written consent of Buyer (which consent shall not be unreasonably withheld), engage in any practice, take any action, or enter into any transaction of the sort described in Section 4.7 above; provided that, notwithstanding the foregoing, nothing herein will prohibit or prevent any of the Target Companies and in the same manner as such operations have been conducted prior to the date of this Agreement; Target Subsidiaries from (bi) It uses its commercially reasonable efforts to preserve intact its current business organizationrepaying, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem collecting or otherwise reacquire extinguishing any shares Intercompany Receivables or Intercompany Payables, (ii) declaring, setting aside, or paying any Cash dividend, (iii) making any distribution of Cash, (iv) redeeming or purchasing, or otherwise acquiring, any of its capital stock or other securitiesequity interests for Cash, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dv) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue repaying any of its assetsindebtedness for Cash, including(vi) relocating all personalty, without limitationassets and materials, writing down including but not limited to furniture, test articles, tool storage pads, tool and form storage racks, and other assets (except for any xxxxx, machinery, tanks, pipes or other apparatus or supplies presently used for treating groundwater, which shall remain with the value of inventory or writing off notes or accounts receivable, except as required under GAAP parcel and continue in the Ordinary Course ownership of Business; Parent or one of its Subsidiaries), from the Wichita Salvage Yard parcel to a newly designated storage area on another Wichita parcel owned by the Target Companies or the Target Subsidiaries (g) It does it being agreed that if this relocation cannot establish or adopt be completed prior to Closing, Buyer shall, at its own expense, complete this relocation to the satisfaction of Parent as soon after Closing as is possible); provided that Buyer shall be responsible for up to $50,000 in the aggregate of the costs of any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment toradioactive pipes from such site, or increase the amount (vii) engaging in any transaction referred to in Section 5.3 of the wagesDisclosure Schedule. Consistent with the foregoing, salary, commissions, fringe benefits or other compensation or remuneration payable to, any Parent and Sellers shall cause the Target Companies and Target Subsidiaries to (1) keep and maintain the assets of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices the Target Companies and Target Subsidiaries in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Businessgood operating condition and repair; (ii2) incurmake capital expenditures substantially in compliance with the 2006 forecast and 2007 annual operating plan attached hereto as Exhibit F, assume or prepay any indebtedness(3) continue development efforts on the Hawker 4000 Product substantially in accordance with the Target Companies’ and Target Subsidiaries’ target plans as set forth on Exhibit G attached hereto, Indebtedness or obligation or any other liabilities or issue any debt securities(4) maintain in effect all material Insurance Policies, other than in (5) own all of the Ordinary Course Parent’s and its Subsidiaries’ (including the Target Companies and Target Subsidiaries) inventory of Business; (iii) assume, guarantee, endorse parts used for the obligations of any other person, other than in the Ordinary Course of Business; Model 1900 aircraft and Model 99 aircraft known as “Design Group I Parts” and (iv6) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance use their commercially reasonable efforts consistent with past practices for good business practice to (A) preserve the goodwill of and existing relationships with the employees, suppliers, contractors, licensors, dealers, authorized service centers, customers and others having business relations with the Target Companies or Target Subsidiaries, (B) preserve intact their business organization, goodwill and ongoing operations, (C) retain the services of their key employees and (D) perform in all material respects its business and property; (k) It pays all debts and Taxesobligations under the Material Contracts. Prior to the Closing Date, files all Parent shall cause title of its Tax Returns (as provided herein) and pays the UE-25 Model 1900 Aircraft to be transferred to the Target Company or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made Target Subsidiary directed by it in this AgreementBuyer.

Operation of Business. FDH shall ensure thatExcept as contemplated by this Agreement, during the Pre-Closing Period: (a) It conducts period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior compliance with all applicable laws and regulations and, to the date of this Agreement; (b) It uses extent consistent therewith, use its commercially reasonable efforts Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available and not terminate the services of its current officers and employees and maintain preserve its relations and goodwill relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees suppliers and other Persons others having business relationships dealings with FDHit to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the written consent of the Buyer: (a) except for (i) the Options described on Section 4.4(a) of the Disclosure Schedule (which Options shall contain the Buyer's standard option terms and conditions and shall expressly provide that the Merger shall not accelerate the vesting schedule thereof), (ii) the Options that may be granted pursuant to offer letters which offers have not been accepted, declined or terminated as of the date hereof and which are set forth on Section 2.7 of the Disclosure Schedule and (iii) redemption of the Series A Preferred Shares as contemplated by Section 5.2(s) hereof, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof and except for repurchases of Restricted Shares with an aggregate purchase price not exceeding $25,000 from employees of the Company upon termination of their employment), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (cb) It does not except for redemption of the Series A Preferred Shares as contemplated by Section 5.2(s) hereof, split, combine or reclassify any shares of its capital stock; declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dc) It does not sell create, incur or otherwise issue assume any indebtedness (or grant any warrants, options or other rights to purchase) any shares including obligations in respect of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Businessleases); (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of Businessperson or entity; (iv) or make any loans, advances or capital contributions to, or investments in, any other Personperson or entity, except (i) as contemplated by this Agreement, (ii) for advances to the Company's employees for the purposes of business travel of up to $5,000 in each instance and $25,000 in the aggregate, and (iii) for incurrences of indebtedness after January 31, 2001 under the Company's loan arrangement with Comdisco, Inc.; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.20(k) or increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees (except for (i) existing payment obligations as provided to Buyer pursuant to Section 2.19, (ii) amendments to the Company's 1999 Stock Incentive Plan or the adoption of a new stock option plan solely to permit the Option grants contemplated by Section 4.4(a), (iii) compensation increases for employees of the Company (other than any person identified in the fifth paragraph of the preamble to the Disclosure Schedule) on his or her anniversary date, not to exceed 7% of such employee's base salary, and (iv) an amendment required pursuant to Section 4.13(a) of this Agreement; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any real property, shares or other equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business or a Permitted Contract (as defined below); (f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; ; (h) amend the Company's Restated Certificate of Incorporation (the "Company Charter"), by-laws or other organizational documents (vexcept for amendments to the Company Charter solely to permit the grants of Options contemplated by Section 4.4(a) fail hereof and redemption of the Series A Preferred Shares as contemplated by Section 5.2(s) hereof); (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) amend, terminate, take or omit to maintain insurance consistent with past practices for its business and propertytake any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement that is listed on Schedule 2.13 or Schedule 2.14 hereto or enter into any contract or agreement, other than a Permitted Contract, that would be required to be listed on either such schedule if it existed on the date of this Agreement; (k) It pays all debts make or commit to make any capital expenditure in excess of the amounts set forth in the Company's budget for the fiscal year 2000, which has been provided to Buyer, or in excess of the amounts set forth in the budget for fiscal year 2001, approved by the Company's Board of Directors and Taxesthe Buyer after the date hereof; provided, files all however, that if the Company and the Buyer are unable to agree upon a capital budget for 2001, then the capital budget for the first quarter of its Tax Returns (as provided herein) and pays or performs all other obligations2001 shall be deemed for this purpose to equal the amount of capital expenditures made by the Company in the last quarter of 2000 increased by 15%, when duewith the budget being increased by 15% each quarter thereafter; (l) It does not hire institute or settle any new officer-level employeeLegal Proceeding; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside or fail to take any action permitted by this Agreement with the Ordinary Course knowledge that such action or failure to take action would result in any of Businessthe conditions to the Merger set forth in Article V not being satisfied; andor (n) It does not enter into any transaction agree in writing or otherwise to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing actions.

Operation of Business. FDH Except as specifically contemplated herein or in the other Transaction Documents, and except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2, Xxxx shall ensure that, during procure that the Pre-Closing Period: (a) It conducts its operations Acquired Entities will conduct the Business in the Ordinary Course of Business and Business. Without limiting the generality of the foregoing, except as specifically contemplated herein or in the same manner as such operations have been conducted other Transaction Documents, or except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2, Xxxx will not cause or permit any Acquired Entity to, without the prior to the date written consent of this Agreement; ITOCHU in each instance, which may not be unreasonably conditioned, withheld or delayed: (ba) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in with respect of to its capital stock or redeem, purchase or otherwise acquire any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire ; (b) transfer any shares of its capital stock or other securities, except with respect material assets to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock Xxxx or any other securities, Related Party; (c) increase or modify the compensation or benefits granted to any employee (except the issuance of shares of FDH pursuant to option grants to employees made under the option plan for changes in compensation or benefits in the Ordinary Course of Business; Business or pursuant to Contracts existing as of the date of this Agreement); (d) make any change in the accounting methods or practices followed by any Acquired Entity other than in a manner consistent with GAAP; (e) It does not amend its Articles except in connection with the completion of Incorporationthe transactions contemplated by Section 5.2 in compliance with Section 5.2, Bylaws make or other Organizational Documentschange any material Tax election, and does not effect file any material amended Tax Return, enter into any material closing agreement, settle any material Tax claim or become assessment, knowingly surrender any right to claim a party material Tax refund, or consent to the extension or waiver of the limitations period applicable to any recapitalizationmaterial Tax claim or assessment, reclassification provided, however, that nothing in this Section 5.5(e) shall limit in any way Xxxx’x ability to take such actions with respect to the consolidated, combined or unitary Tax Returns of sharesXxxx and its subsidiaries, stock split, reverse stock split unless such actions would have a material adverse effect on any Acquired Entity or similar transaction; would result in material additional Tax Liabilities for any Acquired Entity for any Post-Closing Tax Period; (f) It does not revalue commence or settle any Proceeding involving payment or receipt of its assets, including, without limitation, writing down the value of inventory more than $5 million; or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail that, if taken after the Most Recent Fiscal Quarter End, would be required to take any action which would result be disclosed on Schedule 4.7 in order to make the commencement representations and warranties set forth in Section 4.7 true and correct as of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementClosing Date.

Operation of Business. FDH The Seller shall ensure thatnot, during without the Pre-Closing Period: consent of the Buyer (awhich consent shall not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), cause or (to the extent any Seller Party or its Affiliate has the Legal Right) It conducts its operations permit any Acquired Company or Cotenancy Asset to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organizationor, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase Relevant Assets, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of shares Business. Without limiting the generality of FDH upon termination the foregoing, without the consent of employees at the original purchase price pursuant 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, and shall not cause or (to agreements existing at the date hereofextent any Seller Party has the Legal Right) permit any Acquired Company or Cotenancy Asset to, do any of the following: (i) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, or grant of any Equity Interest of any Acquired Company or any Commitments with respect to any Equity Interest of any Acquired Company; (dii) It does not sell cause or otherwise issue allow any part of the Acquired Company Equity Interests or the Relevant Assets to become subject to an Encumbrance, except for Permitted Encumbrances and other Encumbrances identified in Section 4(c); (or grant iii) amend in any warrants, options or other rights material respect any Acquired Company Contract material to purchase) any shares of capital stock the Relevant Assets or any Acquired Company or Cotenancy Asset (including any Acquired Company's or Cotenancy Asset's Organizational Documents) or terminate any such material contract or agreement before the expiration of the term thereof other securities, except than to the issuance of shares of FDH pursuant to option grants to employees made under the option plan extent any such material contract or agreement expires in accordance with its terms in the Ordinary Course of Business; (eiv) It does not amend its Articles of Incorporationexcept as required by Law, Bylaws make, change or other Organizational Documents, and does not effect or become a party revoke any Tax election relevant to any recapitalization, reclassification of shares, stock split, reverse stock split Acquired Company or similar transactionRelevant Asset; (fv) It does not revalue (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 its assets; (B) incur any Indebtedness for borrowed money or issue any debt securities or assume, includingguarantee, without limitationendorse, writing down or otherwise as an accommodation become responsible for, the value obligations of inventory or writing off notes or accounts receivableany Person, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing loans or similar payment to, or increase advances except for intercompany borrowing among the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than Acquired Companies in the Ordinary Course of Business; (iiC) incurexcept for the Disposed Assets, assume sell, lease or prepay otherwise dispose of any indebtedness, Indebtedness property or obligation or any other liabilities or issue any debt securitiesassets, other than in the Ordinary Course sales of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances goods or capital contributions to, or investments in, any other Person, other than services in the Ordinary Course of Business; or (vD) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into or amend a contract, agreement, commitment, or arrangement with respect to any transaction matter set forth in this Section 5(c)(v) or take any other action outside (except for contracts with aggregate Obligations of the applicable Acquired Company not in excess of $10,000) otherwise not in the Ordinary Course of Business; andprovided that notwithstanding any provision of this Agreement, if the Buyer expressly consents in writing (x) each Acquired Company shall be entitled to dividend and/or distribute to its Equity Interest holders, at any time, and from time to time, such cash generated by such company's business to which such Equity Interest holder would otherwise be entitled (other than cash arising from borrowings by such company or 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 (y) each Acquired Company may make or incur capital expenditures in accordance with the terms of its Organizational Documents and the capital expenditures budget set forth on Schedule 5(c)(v); and provided further that, to the extent Channel or El Paso Intrastate receives any insurance proceeds from the Channel Rupture, El Paso Intrastate may distribute its share of such proceeds to the owners of the El Paso Intrastate LP Interest and the El Paso Intrastate GP Interest in accordance with its Organizational Documents; (nvi) It does not enter into change any transaction or take Acquired Company's accounting practices in any other action that likely would cause or constitute a Breach material respect with the exception of any representation changes in accounting methodologies that have already been agreed upon by its Equity Interest holders, consistent with its Organizational Documents; or (vii) initiate or warranty made by it in this Agreementsettle any litigation, complaint, rate filing or administrative proceeding.

Operation of Business. FDH The Company shall, and the Sellers shall ensure thatcause the Company to, during the Pre-Closing Period: (a) It conducts operate its operations business only in the Ordinary Course usual and ordinary course of Business business consistent with past practice and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially use reasonable best efforts to preserve intact its current business organization, keep available the goodwill and not terminate the services organization of its current officers business and employees and maintain the relationships with its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licenseessuppliers, employees and other Persons having business relationships relations with FDHthe Company. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not: (i) take or omit to take any action that would require disclosure under Paragraph 5M below or that would otherwise result in a material breach of any of the representations, warranties or covenants made by the Company or the Sellers in this Agreement; (ii) take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect; (a) enter into any contract out of the ordinary course of business or restricting in any material respect the conduct of its business, (b) make any loans or Investments (other than advances to the Company's employees in the ordinary course of business consistent with past custom and practice), (c) It does not declareincrease any officer's or employee's compensation, accrueincentive arrangements or other benefits, set aside except for increases or pay bonuses made in the ordinary course of business consistent with past custom and practice (it being understood, however, that no bonuses or other extraordinary compensation may be paid (or authorized) to the Seller Representative prior to the Closing), (d) redeem, purchase or otherwise acquire directly or indirectly any dividend of its issued and outstanding capital stock, or any outstanding rights or securities exercisable or exchangeable for or convertible into its capital stock, or make any distribution or dividend to any of its shareholders or other distribution in respect Persons, (e) amend its articles of incorporation or bylaws or issue or agree to issue any shares capital stock or any rights to acquire, or securities convertible into or exchangeable for, any of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does directly or indirectly engage in any transaction, arrangement or contract with any officer, director, shareholder or other insider or Affiliate of the Company which is not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course ordinary course of Business; business consistent with past practice and at arm's length, (g) It does not establish execute any guaranty, issue any debt or adopt borrow any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment tomoney, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change buy or sell any assets out of its methods the ordinary course of accounting or accounting practices in any respect;business consistent with past practice; or (iiv) It does not commence enter into any transaction, arrangement or take contract except on an arm's-length basis in the ordinary course of business consistent with past custom and practice. Notwithstanding the foregoing, nothing in this Paragraph 4E shall prohibit the Company from taking any action or fail omitting to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge as required or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise expressly contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH The Seller shall ensure that, except as otherwise expressly contemplated by the Transactional Agreements, during the Pre-Closing Period: (a) It the Seller Corporation conducts its respective businesses and operations in the Ordinary Course of Business ordinary course and in accordance with prudent practices and in compliance with all applicable Legal Requirements and the same manner requirements of all Seller Contracts, and except as such operations have been conducted prior expressly contemplated by this Agreement, they (i) preserve intact the current business organization relating to the date of this Agreement; Specified Assets and the Electric Tractor Business, (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its the current officers and employees relating to the Specified Assets and the Electric Tractor Business, (iii) maintain its good relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthem relating to the Specified Assets and the Electric Tractor Business, and (iv) promptly repair, restore or replace any Specified Assets that are destroyed or damaged; (b) the officers of the Seller confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Seller's business, condition, assets, liabilities, operations, financial performance and prospects; (c) It the Seller Corporation does not declare, accrue, set aside enter into any transaction or pay any dividend or make take any other distribution in respect action that causes or constitutes a Breach of any shares of its capital stockrepresentation, and does not repurchase, redeem warranty or otherwise reacquire any shares of its capital stock covenant made by the Seller in this Agreement or other securities, except with respect to in the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofSeller Closing Certificate; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it Seller Corporation does not enter into any transaction or take any other action outside the Ordinary Course of Business; (e) the Seller Corporation pays in full all indebtedness, liabilities, obligations and other amounts when due; and (nf) It does not enter into the Seller Corporation shall (i) make a general assignment for the benefit of creditors, (ii) file, or consent to the filing against it, any transaction bankruptcy or insolvency petition or similar filing, (iii) suffer the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admit in writing its inability to pay its debts as they become due, (v) become convicted of, or plead guilty or no contest to, any felony, or (vi) take or become the subject of any other action that likely would cause may have an adverse effect on its ability to comply with or constitute a Breach perform any of its covenants or obligations under any representation or warranty made by it in this Agreementof the Transactional Agreements.

Operation of Business. FDH shall ensure The Company covenants and agrees that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to between the date of this Agreement; Agreement and the Closing Date, unless Freeport and Purchaser shall otherwise agree in writing, which consent may not be unreasonably withheld, delayed or conditioned, and except for transactions between or among the Company and its wholly owned Subsidiaries, the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action, except in (bi) It uses the ordinary course of business and in a manner consistent with past practice in all material respects or (ii) a manner as contemplated by this Agreement or by the Schedules hereto; and the Company shall use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its current business organizationSubsidiaries. Except as contemplated or permitted by this Agreement or as set forth in Schedule 5.05, keep available or to the extent that Freeport and Purchaser shall otherwise consent in writing, which consent may not terminate be unreasonably withheld, conditioned or delayed, neither the services Company nor any of its current officers Subsidiaries shall, between the date of this Agreement and employees the Closing Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of Freeport and maintain Purchaser: (a) except to the extent required to comply with applicable Law, amend or otherwise change, or waive any provision of, its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHcertificate of incorporation or bylaws; (cb) It does not declareissue, accruesell, set aside register for sale, pledge, dispose of, grant, encumber or pay any dividend authorize the issuance, sale, registration, pledge, disposition, grant or make any other distribution in respect encumbrance of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchasei) any shares of capital stock of any class of the Company or of its Subsidiaries (other than the shares of Common Stock issuable pursuant to the PXP Agreement, and the Investor Preferred Stock issuable pursuant to the Investor Purchase Agreements), or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other securitiesownership interest (including any phantom interest), of the Company or of its Subsidiaries (except for the issuance of shares shares, options or other securities of FDH Company Common Stock to employees or directors of the Company as equity awards or issuable pursuant to option grants options, and the Notes issuable pursuant to employees made under the option plan Investor Purchase Agreements) or (ii) any material assets or properties of the Company or any of its Subsidiaries, except (A) in the Ordinary Course ordinary course of Businessbusiness and in a manner consistent with past practice or (B) pledges of assets and properties required by any financing document; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for such declarations, set-asides, dividends and other distributions made to or from any Subsidiary to or from the Company); (d) reclassify, combine, split or subdivide, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except in connection with (i) the withholding of shares upon the vesting of restricted stock to satisfy income Tax withholding requirements, or (ii) transactions between the Company and its wholly owned Subsidiaries and transactions among the Company’s wholly owned Subsidiaries; (e) It does not amend its Articles (i) acquire (including by merger, consolidation or acquisition of Incorporationstock or assets) any corporation, Bylaws partnership or other Organizational Documentsbusiness organization or any division thereof or any material amount of assets, other than acquisitions for consideration of not more than Twenty Million Dollars ($20,000,000) in the aggregate; (ii) 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 person (other than obligations of the Company or the Company’s wholly owned Subsidiaries), or make any loans or advances, except (A) in the ordinary course of business and does not effect in a manner consistent with past practice, (B) borrowings to refinance existing indebtedness or become a party (C) consummation of the transactions contemplated by the PXP Agreement and the Investor Purchase Agreements and borrowings to finance any acquisitions permitted by the terms of this Section 5.05; or (iii) enter into or amend any contract, agreement, commitment or arrangement with respect to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionmatter prohibited in this Section 5.05; (f) It does not revalue pay, discharge, settle or satisfy any of its assetsmaterial litigation, includingarbitration, without limitationproceeding, writing down claim, liability or obligation (absolute or accrued, asserted or unasserted, contingent or otherwise), other than the value of inventory settlement, payment, discharge or writing off notes or accounts receivable, except as required under GAAP and satisfaction (i) in the Ordinary Course ordinary course of Businessbusiness or (ii) not exceeding the amount reserved against in the financial statements contained in the Company SEC Documents by more than Five Million Dollars ($5,000,000) in the aggregate or where the amounts paid or to be paid are fully covered by insurance maintained by the Company (subject to applicable deductibles); (g) It does not establish amend or adopt waive any Employee Benefit Plan, and does not pay any bonus material term of the PXP Agreement or make any profit sharing or similar payment tothe PXP Transaction, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesInvestor Purchase Agreements; (h) It does not change agree to take in writing, or otherwise, any of its methods the actions described in paragraphs (a) through (g) of accounting or accounting practices in any respectthis Section 5.05; (i) It does not commence sell, transfer, assign, farm-out, mortgage, encumber or take otherwise dispose of any action properties or fail to take any action which would result assets for cash consideration in excess of Twenty Million Dollars ($20,000,000) in the commencement of any Proceedingaggregate; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than except in the Ordinary Course ordinary course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance business and consistent with past practices for its business and propertypractices, enter into, renew, extend, materially amend or terminate any material contract; (k) It pays all debts and Taxeschange its methods of accounting (other than Tax accounting, files all of its Tax Returns which shall be governed by clause (l) below), except in accordance with changes in GAAP as provided herein) and pays or performs all other obligations, when dueconcurred in by the Company’s independent auditors; (l) It does not hire except (i) to the extent required or appropriate to conform to changes in applicable Tax Law, regulatory accounting requirements or GAAP or (ii) in the ordinary course of business consistent with past practice, enter into any new officer-level employee;closing agreement with respect to material Taxes, settle or compromise any material liability for Taxes, make, revoke or change any material Tax election, agree to any adjustment of any material Tax attribute, file or surrender any claim for a material refund of Taxes, execute or consent to any waiver extending the statutory period of limitations with respect to the collection or assessment of material Taxes, file any material amended Tax Return or obtain any material Tax ruling, change any annual Tax accounting period, adopt or change any method of Tax accounting, or enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any material Tax, if any such action individually or in the aggregate would reasonably be expected to involve an amount of Taxes in excess of Five Million Dollars ($5,000,000); or (m) Except as otherwise contemplated hereunder, it does not enter into any new, or amend or otherwise alter any Affiliate Transaction or transaction or take any other action outside that would be an Affiliate Transaction if such transaction occurred prior to the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementdate hereof.

Operation of Business. FDH Assist and the Selling Shareholders shall use Best Efforts to ensure that, during the Pre-Closing Period: (a) It conducts its operations 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 Ordinary Course Shares or any interest in or right relating to any of Business and in the same manner as such operations have been conducted prior to the date of this AgreementShares; (b) It uses its commercially reasonable efforts none of the Selling Shareholders permits, and none of the Selling Shareholders offers, agrees or commits (in writing or otherwise) to preserve permit, any of the Shares to become subject, directly or indirectly, to any Encumbrance; (c) Assist preserves intact its current business organization, keep keeps available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHAssist; (cd) It Assist keeps in full force all insurance policies identified in Part 3.22 of the Disclosure Schedule; (e) Except as otherwise prohibited by law, 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 offer from any Person relating to any Acquisition Transaction; (g) Assist and its officers use their Best Efforts to cause the Company to operate the business prudently and in the Ordinary Course of Business, consistent with past practices, and the Company's current business plan which includes the development of the application service provider and total service provider businesses using the Company's current product offerings; (h) Assist does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, securities except for the redemption of the Series A and Series B preferred stock in accordance with respect this Agreement and the cash-out of certain outstanding options prior to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofClosing in accordance with this Agreement; (di) It Assist does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except securities other than upon the issuance exercise of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessoutstanding warrants or options; (ej) It Assist does not amend its Articles certificate of Incorporation, Bylaws incorporation or other Organizational Documentsbylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (fk) It Assist does not revalue 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 are made in the Ordinary Course of Business and that, when added to all other capital expenditures made on behalf of Assist during the Pre-Closing Period, do not exceed $100,000 in the aggregate; (m) Assist does not enter into or permit any of its assets, including, without limitation, writing down the value of inventory assets owned or writing off notes or accounts receivableused by Assist to become bound by any Contract, except as for any Excluded Contract; (n) Assist does not incur, assume or otherwise become subject to any Liability, except for current liabilities (of the type required under GAAP and to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business; (go) It Assist does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (hp) It Assist does not change any of its methods of accounting or accounting practices in any material respect; (iq) It Assist does not make any Tax election; (r) Assist does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (js) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it Assist does not enter into any transaction or take any other action outside of the Ordinary Course of Business; andtype referred to in Section 3.5; (nt) It Assist does not knowingly enter into any transaction or take any other action that likely would reasonably might cause or constitute a Breach of any representation or warranty made by it Assist or any of the Selling Shareholders in this AgreementAgreement or in the Closing Certificate; and (u) Assist does not agree, commit or offer (in writing or otherwise), and does not attempt, to take any of the actions described in clauses "(i)" through "(t)" of this Section 6.2.

Operation of Business. FDH Prior to the Closing, Stanadyne and Seller shall ensure thatnot, during and Seller shall cause PEPL not to, engage in any practice, take any action, or enter into any transaction with respect to the Pre-conduct of the Business outside the Ordinary Course of Business. In addition, from the date of this Agreement to the Closing PeriodDate, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, neither Seller nor Stanadyne shall, and Seller shall cause PEPL not to, as relates to the Business, the PEPL Quotas or the Acquired Assets: (a) It conducts its operations in the Ordinary Course sell, pledge, lease, dispose of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrantsLien on, options other than Permitted Liens (collectively, “Transfer”), or other rights to purchaseotherwise authorize the Transfer of any of the Acquired Assets except for (i) any shares Transfers of capital stock or any other securitiesInventory and (ii) Transfers of Acquired Assets having a value of less than $500 individually, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in each case in the Ordinary Course of Business; (eb) It does not amend its Articles sell, pledge or otherwise Transfer any of Incorporationthe PEPL Quotas; (c) except as required to transfer the PEPL Quotas in connection with this Agreement, Bylaws change or other authorize any change in the Organizational Documents, and does not effect or become a party as they relate to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionthe Business; (fd) It does not revalue adopt a plan of complete or partial liquidation or undertake a dissolution; (e) incur any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivableLiabilities that are Assumed Liabilities, except as required under GAAP and in the Ordinary Course of Business; (f) modify or amend in any material respect or terminate any of the Material Contracts, Real Property Leases, Seller Permits or other instruments material to the Business, or waive, release or assign any rights or claims of substantial value, except as required by applicable Legal Requirements; (g) It does not establish or adopt enter into any Employee Benefit PlanContractual Obligation that, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount if it had been entered into as of the wagesdate hereof, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeeswould constitute a Material Contract; (h) It does not change award or increase any bonuses, salaries, or other compensation to any Transferred Employee or employee of its methods PEPL, other than increases in the Ordinary Course of accounting Business for employees other than senior management of the Business, enter into or accounting practices take any action with respect to any existing employment, severance, or similar Contractual Obligation with any Transferred Employee, or enter into any agreement, contract, arrangement or understanding with any U.S. or foreign labor union representing employees of the Business except as required by Legal Requirements or pursuant to the terms of any existing contract or collective bargaining agreement set forth in any respect§3.16 of the Disclosure Schedule; (i) It does transfer any Employee Plan (including any related Liabilities) that is not commence or take any action or fail an Acquired Employee Plan to take any action which would result in the commencement of any ProceedingPEPL; (j) It does not make any change in the key management structure of Seller or PEPL, including without limitation the hiring of additional officers or the termination of existing officers; (k) adopt, enter into or amend any Employee Plan, agreement, trust, fund or other arrangement for the benefit or welfare of any employee of PEPL or Transferred Employee, except for any such amendment as may be required to comply with applicable Legal Requirements and those amendments with respect to group plans covering Transferred Employees that are across-the-board changes; (l) fail to use its commercially reasonable efforts to (i) acquireretain Seller’s or PEPL’s employees, dispose (ii) maintain the Business so that such employees will remain available to Buyer on and after the Closing Date; or (m) establish or increase the benefits payable or to be provided under any Employee Plan or establish any new bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan for Transferred Employees; (n) revalue any of the Acquired Assets, including, without limitation, writing off receivables or reserves or revaluing Inventory, other than as required by GAAP, applied consistently with past practice, or applicable Legal Requirements; (o) change any method of accounting or accounting practice with respect to the Business, other than such changes required by a change in Legal Requirements or GAAP; (p) acquire capital stock of or other ownership interests in, or merge or consolidate with, or purchase substantially all of the assets of, transferor otherwise acquire any material assets or business of, leaseany Person or any other business organization or division thereof; (q) make any capital expenditure or incur any Liability therefor, licenseexcept as set forth on Schedule 6.3(q); (r) fail to maintain the Acquired Assets in substantially their current state of repair, mortgageexcepting normal wear and tear, pledge or encumber fail to replace, consistent with past practice, inoperable, worn-out, obsolete or destroyed Acquired Assets; (s) settle any fixed Actions in a manner that would affect the Acquired Assets or other assets, for which any Liability would be reflected on the Final Closing Balance Sheet; (t) make any loans or advances to any Person that would be reflected on the Final Closing Balance Sheet or included in the Acquired Assets; (u) collect accounts receivable and pay accounts payable other than in the Ordinary Course of Business; (v) change any material election in respect of Taxes (other than elections reflected on the 2005 Brazilian income tax return), settle or compromise any Tax claim, or consent to any extension or waiver of the limitation period applicable to any Tax claim; (w) file an IRS Form 8832 to change PEPL’s classification for U.S. income tax purposes; (x) (i) make, pay or declare any dividend or distribution with respect to the PEPL Quotas; (ii) incur, assume redeem or prepay repurchase any indebtedness, Indebtedness of the PEPL Quotas; or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of issue or grant any other person, other than in the Ordinary Course of Business; PEPL Quotas or rights (ivincluding options) make to acquire any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertyPEPL Quotas; (ky) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all do any other obligations, when due;act that would cause any condition set forth in §7.1 not to be satisfied; or (lz) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into a Contractual Obligation to do any transaction of the foregoing, or take authorize or announce an intention to do any other action outside of the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementforegoing.

Operation of Business. FDH (a) From the date of this Agreement through the Closing Date, Seller shall ensure thatuse Commercially Reasonable Efforts to maintain the level of customer accounts of the Branches existing on the date hereof. (b) From the date of this Agreement through the Closing Date, during Seller will not, and will not cause or allow the Pre-Closing PeriodBranches to, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business, and, without the prior written consent of Buyer, Seller shall not with respect to the Branches: (ai) It conducts its operations increase the rate of compensation of any of the Branches officers or employees or Select Remote Employees, or enter into any employment contracts with any Potential Employee except in the Ordinary Course of Business and Business; provided, however, prior to or on the Closing Date, Seller shall pay in full to the Retained Employees the performance, incentive or other bonuses required to be paid to them pursuant to Section 6.7(c) hereof; (ii) authorize or make any capital expenditure(s) which, individually or in the same manner aggregate, exceeds $5,000 for any single Branch; (iii) extend any new, or renew any existing, loan (or Commitment), credit, lease, or other type of financing or renew any such type of financing in which the maximum principal amount thereunder would pursuant to the terms thereof exceed $1,000,000; (iv) extend any new, or renew any existing, loan, credit, lease, or other type of financing or renew any such type of financing, or purchase any loan participation interest, which does not meet Seller’s loan policy requirements as such operations have been conducted prior to of the date of this Agreement; (bv) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution change to (A) the interest rates or price or rates of fees, (B) the policies or programs, or (C) the period of time applicable to any promotional period, in respect each case as in existed on the date of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except this Agreement with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell loans or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment todeposits of, or increase offered by, the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, Branches other than in the Ordinary Course of BusinessBusiness and as determined to be necessary or advisable by Seller in the reasonable bona fide exercise of its discretion based on changes in market conditions applicable to the Branches; provided, however, that (ii1) incuran interest rate increase on any deposit in excess of 25 basis points or a decrease in the interest rate of any loan in excess of 50 basis points shall not be deemed to be in the Ordinary Course of Business and shall require Buyer’s prior written consent (it being understood that Buyer shall not unreasonably withhold or delay its consent with respect to such actions), assume and (2) Seller shall be permitted to offer interest rates on any certificates of deposits or prepay money market deposit accounts at rates that are lower than the rates offered as of the date of this Agreement without the prior written consent of Buyer; (vi) authorize or allow Potential Employees to take vacation or other voluntary leaves of absence during the five (5) Business Day periods preceding or following the Closing Date, other than any indebtednessleave of absence that is required to be granted pursuant to the Family Medical Leave Act; (vii) deliver or distribute, Indebtedness in writing or obligation electronically, to any customer of the Seller, any notice, letter or other correspondence that is related to the Acquisition or matters of transition related thereto, including the status of such customer’s accounts or loans with Seller (it being understood that Buyer shall not unreasonably withhold or delay its consent with respect to such actions); (viii) forward to vendors of Seller the names and other contact information of depositors and other customers of the Branches if such vendors are permitted to use such information to solicit credit card, debit card or prepaid card business, or brokerage, investment or insurance business or any other liabilities business customarily conducted by a bank, from such depositors and other customers, except that nothing contained in this clause (viii) shall restrict Seller from forwarding such names to First Brokerage America, LLC (or issue its insurance company subsidiary) to enable them to carry on the brokerage and insurance business carried on by them out of the Branches consistent with past practices; (ix) make any debt securitiesmaterial changes to the terms and conditions governing the Deposit accounts, other than as required by applicable law, rule or regulation; (x) enter into any interest rate swap, collar, floor or other hedging or derivative agreement or amend, modify or supplement any thereof, or agree to any provision in any Loan entered into after the date hereof under which the borrower under such Loan shall be required or permitted, with respect to such Loan, to enter into any interest rate swap, collar, floor or other hedging or derivative agreement; (xi) amend, terminate, extend or waive any right in any material respect, or sell, assign or transfer, any Lease or Acquired Contract; provided, however, that (A) in the case of any Lease, Seller may, without the consent of Buyer, exercise any renewal option on the renewal terms expressly set forth under such Lease as of the date hereof (and without modification, for the avoidance of doubt, to the payment amount or obligations thereunder) if such Lease shall expire prior to the Closing Date unless Buyer shall have delivered written notice instructing Seller not to renew or extend such Lease within ten (10) Business Days following notice from Seller of its intention to extend or renew such Lease (and Seller hereby agrees to give notice to Buyer of its intention to so extend or renew any such Lease), and (B) in the case of any Acquired Contract, Seller may, without the consent of Buyer, amend, terminate or extend such Acquired Contract that involves the payment or receipt of not more than $2,500 during any one (1) year period; (xii) except as required by law or the terms of the documents governing any Loan, (A) release any collateral or any party from any liability on or with respect to such Loan, (B) compromise or settle any material claims of any kind or character with respect to such Loan, or (C) amend or waive any of the material rights or other terms of such Loan as set forth in the Loan documents; provided, however, that Buyer agrees not to unreasonably withhold or delay its consent to any of the actions described in clause (C) above provided that such actions are taken in accordance with the underwriting standards, pricing levels and other parameters or terms of Seller as in effect on the date hereof or as mutually agreed upon by the Buyer and Seller in writing from time to time; (xiii) sell, transfer, assign, encumber or otherwise dispose of, or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of, any of the assets or deposits of the Branches, except in the Ordinary Course of Business consistent with past practice; provided, however, in no event shall Seller take any of the foregoing actions with respect to (A) any of the Owned Real Property, (B) any of the Leases, (C) any of the Deposits, or (D) any Loan; (xiv) except as permitted by this Section 6.1(b), knowingly take, or knowingly permit its Affiliates to take, any action (A) impairing Buyer’s rights in any Deposit or Acquired Asset, (B) impairing in any way the ability of Buyer to collect upon any Loan, or (C) waiving any material right, whether in equity or at law, that it has with respect to any Loan; or (xv) directly or indirectly agree or commit to take any of the foregoing actions. (c) From the date of this Agreement through the Closing Date, Seller will not, and will not cause or allow the Branches to, distribute or deliver any marketing materials to the customers of the Branches without consulting with the Buyer other than customary marketing materials in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure thatThe Target will not (and will not --------------------- cause or permit any of its Subsidiaries to), during without the Pre-Closing Periodwritten consent of the Purchaser, take any action or enter into any transaction other than in the ordinary course of business. Without limiting the generality of the foregoing, except as expressly provided in this Agreement or (S)5(d) of the Target Disclosure Letter, without the written consent of the Purchaser: (ai) It conducts none of the Target and its operations Subsidiaries will authorize or effect any change in its charter or bylaws; (ii) none of the Ordinary Course Target and its Subsidiaries will grant any Stock Rights or issue, sell or otherwise dispose of Business and in any of its capital stock (except upon the same manner conversion or exercise of Stock Rights outstanding as such operations have been conducted prior to of the date of this AgreementAgreement and except for options to purchase up to 330,000 Target Shares to employees to be designated by the Target with the approval of the Purchaser, it being understood that all such options shall be granted at the fair market value of the Target Shares as of the date of grant, shall vest one- third on each of the first, second and third anniversary of the grant date, but shall not vest as a result of the completion of the Merger); (biii) It uses none of the Target and its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not Subsidiaries will declare, accrue, set aside or pay any dividend or make distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (div) It does not sell none of the Target and its Subsidiaries (1) will have incurred any indebtedness for borrowed money, whether to fund working capital requirements, operating losses or otherwise issue capital expenditure requirements (including equipment purchases), or grant for any warrantscapitalized lease obligation, options or other rights (2) will have entered into any legally binding commitment or obligation to purchase(w) incur any shares of capital stock expenditure (including equipment purchases), (x) pay any fees, costs or expenses relating to the transactions contemplated hereby, (y) make any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; acquisition earn-out payments or (ez) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to pay any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; compensation (f) It does not revalue any of its assets, including, without limitation, writing down "stay-bonus" or similar arrangements or fees) to employees, stockholders or consultants (or any Affiliates thereof) of the value Target as a result of inventory the consummation of the Merger, the aggregate amount of clauses (1) and (2), after giving effect to the Closing of the transactions contemplated hereby, does not exceed $38 million; it being understood that prior to the Closing, the Target agrees to advise the Purchaser, and to consult with the Purchaser, in connection with entering into any commitment or writing off notes obligation relating to any capital expenditure (including equipment purchases) which individually, or accounts receivablewhen taken together with related capital expenditures (including equipment purchases), except as required under GAAP and in the Ordinary Course of Businessexceeds $50,000; (gv) It does not establish none of the Target and its Subsidiaries will impose any Security Interest upon any of its assets other than in the ordinary course of business provided, that no such Security Interest could reasonably be -------- expected to have a material adverse effect on the business, financial condition or adopt any Employee Benefit Plan, results of operations of the Target and does not pay any bonus or its Subsidiaries taken as a whole; (vi) none of the Target and its Subsidiaries will make any profit sharing capital investment in, make any loan to or similar payment to, acquire the securities or increase assets of any other Person other than to or from wholly-owned Subsidiaries in the amount ordinary course of business; (vii) none of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, Target and its Subsidiaries will make any change in employment terms for any of its directors, officers and employees other than customary increases to employees who are neither executive officers or employees; (h) It does not change directors of the Target or any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result Subsidiary awarded in the commencement ordinary course of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance business consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (except as provided hereinfor in section 5(d)(vii) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside of the Ordinary Course of BusinessTarget Disclosure Schedule); and (nviii) It does not enter into none of the Target and its Subsidiaries will commit to any transaction of the foregoing. In the event the Target shall request the Purchaser to consent in writing to an action otherwise prohibited by this (S)5(d), the Purchaser shall use all reasonable efforts to respond in a prompt and timely fashion, but may otherwise respond affirmatively or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it negatively in this Agreementits sole discretion.

Operation of Business. FDH shall ensure thatFrom the date of execution of this Agreement until Closing, during without the Pre-Closing Period: written consent of the other, neither the Parent nor the Target will (anor will either Parent or Target cause or permit any of its Subsidiaries to) It conducts its operations engage in any practice, take any action, Agreement and Plan of Reorganization TeleServices Internet Group, Inc. --- Parent The Affinity Group, Inc. --- Target November 29, 2000 Page 29 of 44 or enter into any transaction outside the Ordinary Course of Business and Business. Without limiting the generality of the foregoing: (i) Except as expressly provided in this Agreement or in exhibits to this Agreement or by written agreement of the same manner as such operations have been conducted prior Parties made subsequent to the date of this Agreement, neither the Parent nor the Target will (nor will either Parent or Target cause or permit any of its Subsidiaries to) authorize or effect any change in its charter or bylaws; (bii) It uses its commercially reasonable efforts Except as expressly provided in this Agreement or in exhibits to preserve intact its current business organizationthis Agreement or by written agreement of the Parties made subsequent to this Agreement, keep available and not terminate neither the services Parent nor the Target will (nor will either Parent or Target cause or permit any of its current officers and employees and maintain Subsidiaries to) grant any options, warrants, or other rights to purchase or obtain any of its relations and goodwill with all supplierscapital stock or issue, customerssell, landlordsor otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, creditorswarrants, licensors, licensees, employees and other Persons having business relationships with FDHrights currently outstanding); (ciii) It does not Except as expressly provided in this Agreement or in exhibits to this Agreement or by written agreement of the Parties made subsequent to this Agreement, neither the Parent nor the Target will (nor will either Parent or Target cause or permit any of its Subsidiaries to) declare, accrueset aside, set aside or pay any dividend or make distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in either case outside the Ordinary Course of Business; (eiv) It does not amend its Articles Except as expressly provided in this Agreement or in exhibits to this Agreement or by written agreement of Incorporationthe Parties made subsequent to this Agreement, Bylaws neither the Parent nor the Target will (nor will either Parent or other Organizational Documents, and does not effect Target cause or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue permit any of its assetsSubsidiaries to) issue any note, includingbond, without limitationor other debt security or create, writing down the value of inventory incur, assume, or writing off notes guarantee any indebtedness for borrowed money or accounts receivable, except as required under GAAP and in capitalized lease obligation outside the Ordinary Course of Business; (gv) It does not establish Except as expressly provided in this Agreement or adopt any Employee Benefit Plan, and does not pay any bonus in exhibits to this Agreement or make any profit sharing or similar payment to, or increase the amount by written agreement of the wagesParties made subsequent to this Agreement, salary, commissions, fringe benefits neither the Parent nor the Target will (nor will either Parent or other compensation Target cause or remuneration payable to, permit any of its directors, officers or employees; (hSubsidiaries to) It does not change impose any Security Interest upon any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in assets outside the Ordinary Course of Business; ; (iivi) incurExcept as expressly provided in this Agreement or in exhibits to this Agreement or by written agreement of the Parties made subsequent to this Agreement, assume neither the Parent nor the Target will (nor will either Parent or prepay Target cause or permit any indebtednessof its Subsidiaries to) make any capital investment in, Indebtedness make any loan to, or obligation acquire the securities or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations assets of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action Person outside the Ordinary Course of Business; andand/or (nvii) It does not enter into any transaction Except as expressly provided in this Agreement or take any other action that likely would in exhibits to this Agreement or by written agreement of the Parties made subsequent to this Agreement, neither the Parent nor the Target will (nor will either Parent or Target cause or constitute a Breach permit any of its Subsidiaries to) commit to any representation or warranty made by it in this Agreement.of the foregoing. Agreement and Plan of Reorganization TeleServices Internet Group, Inc. --- Parent The Affinity Group, Inc. --- Target November 29, 2000 Page 30 of 44

Operation of Business. FDH shall Unless otherwise agreed by the Buyer in advance and in writing, the Company will ensure that, during prior to the Pre-Closing PeriodExpiration Date: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; Company (bi) It uses its commercially reasonable efforts preserves or causes to preserve intact its the current business organizationand management organization of the Company and the Company’s Subsidiaries, keep (ii) keeps available and not terminate the services of its current officers and employees of the Company and the Company’s Subsidiaries, (iii) uses its best efforts to maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthe Company and the Company’s Subsidiaries; (b) the officers and directors of the Company and the Company’s Subsidiaries confer regularly with the Buyer concerning operational matters and otherwise report regularly to the Buyer concerning the status of the business, condition, assets, liabilities, operations, financial performance and prospects of the Company and/or Company’s Subsidiaries; (c) It does the Buyer is notified immediately of any inquiry, proposal or offer from any Person relating to any purchase of any capital stock of and any investment into the Company; (d) the Company and its Subsidiaries do not (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any equity or shares of its capital stockstock or other securities, and does not or (ii) repurchase, redeem or otherwise reacquire any equity or shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (de) It does the Company and the its Subsidiaries will not sell or otherwise issue (or grant any warrantsequity, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of the Company and its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does Subsidiaries do not change any of its their methods of accounting or accounting practices in any respect; (ig) It does the Company and its Subsidiaries do not commence agree, commit or take any action offer (in writing or fail otherwise) to take any action which would result of the actions described in the commencement clauses “(a)” through “(f)” of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementSection 3.3.

Operation of Business. FDH shall ensure that, during Each Company and each Seller agrees that between the Pre-date of this Agreement and up to and including the Closing PeriodDate they shall: (a) It conducts its operations not take or permit any action or omit to take any action which would cause any of the representations and warranties of a Seller contained in this Agreement or the Ordinary Course of Business and in the same manner as such operations have been conducted prior Purchase Documents to the date of this Agreementbecome untrue; (b) It uses conduct each Company's business in a good and diligent manner in the ordinary and usual course of its business; (c) not enter into any contract, agreement, commitment or other arrangement with any party, other than contracts in the ordinary course of a Company's business, and not amend, modify or terminate any of the Contracts, without the prior written consent of Buyer; (d) use commercially reasonable efforts to preserve intact its current each Company's business organizationorganization intact, to keep available and not terminate the services service of its current officers employees, and employees and maintain its relations and goodwill to preserve each Company's relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees suppliers and other Persons having business relationships others with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businesswhom it deals; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party reveal to any recapitalizationparty, reclassification other than Buyer or its Representatives, any of sharesthe business procedures and practices used or followed by any Company in the operation of any Dealership; (f) maintain in full force and effect all insurance currently maintained by each Company; (g) keep the assets of each Company, including, without limitation, the Leased Real Property, Owned Personal Property and Leased Personal Property, in good operating repair and perform all necessary repairs and maintenance thereto; (h) comply with all provisions contained in the Contracts and all Applicable Laws where failure to so comply could reasonably be expected to have a Material Adverse Effect; (i) not dispose of any assets of a Company except in the ordinary course of business; (j) not engage, other than acquisitions of inventory in the ordinary course of business, in any transaction which involves the expenditure or commitment of more than $25,000 without the prior written consent of Buyer; (k) promptly inform Buyer of any material adverse change in the business, assets, results of operations or financial condition with respect to the Business, any Company, or any Dealership; (l) not issue any additional shares of capital stock splitof any Company or any other security convertible into shares of capital stock of any Company, reverse stock split otherwise change or modify its capital structure, or engage in any reorganization or similar transaction; (fm) It does not revalue take, nor shall they permit any action to be taken, or agree to take or cause to occur any of its assets, including, without limitation, writing down the value of inventory actions or writing off notes or accounts receivable, except as required under GAAP and events set forth in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of BusinessSection 4.26; and (n) It does not enter into make any transaction Tax election or take settle or compromise any other action that likely would cause federal, state, local or constitute a Breach foreign income Tax liability, or waive or extend the statute of limitations or period for assessment with respect to any representation or warranty made by it in this Agreementsuch Taxes.

Operation of Business. FDH shall Unless otherwise agreed by the Optionee in advance and in writing, the Grantor will ensure that, during prior to the Pre-Closing PeriodExpiration Date: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; Unitech (bi) It uses its commercially reasonable efforts preserves or causes to preserve intact its the current business organizationand management organization of Unitech and the Subsidiaries, keep (ii) keeps available and not terminate the services of its current officers and employees of Unitech and the Subsidiaries, (iii) uses its best efforts to maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHUnitech and the Subsidiaries; (b) the officers and directors of Unitech and the Subsidiaries confer regularly with the Optionee concerning operational matters and otherwise report regularly to the Optionee concerning the status of the business, condition, assets, liabilities, operations, financial performance and prospects of Unitech and/or the Subsidiaries; (c) It does The Optionee is notified immediately of any inquiry, proposal or offer from any Person relating to any purchase of any capital stock of and any investment into Unitech; (d) Unitech and the Subsidiaries do not (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any equity or shares of its capital stockstock or other securities, and does not or (ii) repurchase, redeem or otherwise reacquire any equity or shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (de) It does Unitech and the Subsidiaries will not sell or otherwise issue (or grant any warrantsequity, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down Unitech and the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does Subsidiaries do not change any of its their methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (ng) It does Unitech and the Subsidiaries do not enter into any transaction agree, commit or offer (in writing or otherwise) to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in clauses “(a)” through “(f)” of this AgreementSection 3.3.

Operation of Business. FDH Except as set forth on Schedule 5(d), from the date hereof until the Closing Date, except as otherwise expressly provided in this Agreement, the Company shall ensure that, during the Pre-Closing Period: (a) It conducts use commercially reasonable efforts to carry on its operations businesses in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to Business. From the date of hereof until the Closing Date, except as otherwise explicitly provided for by this Agreement, or consented to in writing by Parent (which consent will not be unreasonably withheld or delayed): (i) the Company will not authorize or effect any change in its Charter Documents; (bii) It uses its commercially reasonable efforts the Company will not grant or modify the terms of any options, warrants, or other rights to preserve intact its current business organization, keep available and not terminate the services purchase or obtain any of its current officers and employees and maintain stock or issue, sell, or otherwise dispose of any of its relations and goodwill with all supplierscapital stock (except upon the conversion or exercise of options, customerswarrants, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHrights currently outstanding) or effect any recapitalization; (ciii) It does the Company will not declare, accrueset aside, set aside or pay any dividend or make distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (div) It does the Company will not sell or otherwise issue (or grant any warrantsnote, options bond, or other rights to purchase) debt security or create, incur, assume, or guarantee any shares of capital stock indebtedness for borrowed money or any other securitiescapitalized lease obligation, except that the issuance Company shall be permitted to borrow under, renew and increase its existing line of shares credit; (v) the Company will not allow the imposition of FDH pursuant to option grants to employees made under the option plan in any new Lien upon any of its assets outside the Ordinary Course of Business; (evi) It does the Company will not amend its Articles make any capital investment in, make any loan to, or acquire the securities or assets of Incorporation, Bylaws or any other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionPerson; (fvii) It does the Company will not revalue (A) hire any officers, employees, consultants or independent contractors, (B) grant any salary or wage increases, (C) pay any bonuses or other material incentive compensation (other than pursuant to the existing terms of its assetsa Company Benefit Plan), including(D) enter into any new employment, without limitationconsulting, writing down the value of inventory severance or writing off notes or accounts receivablesimilar agreement, except as required under GAAP and in the Ordinary Course of Business; (gE) It does not establish or adopt any Employee new Company Benefit Plan, and does not pay or (F) materially modify or amend any bonus or make Company Benefit Plan in any profit sharing or similar payment to, or increase manner that increases the amount of the wages, salary, commissions, fringe benefits liability (contingent or other compensation or remuneration payable to, any otherwise) attributable to the Company in respect of its directors, officers or employeessuch Company Benefit Plan; (hviii) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assetsCompany will not, other than in the Ordinary Course of Business, sell, license or otherwise dispose of any Company Intellectual Property; (ix) the Company will not, unless required by applicable Law, (A) make, amend or change any material Tax election; (iiB) incur, assume make a request for a material Tax ruling or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Businessenter into a material closing agreement; (iiiC) assume, guarantee, endorse for the obligations settle or compromise any material Tax liability or proceeding; (D) file any material amendments to any previously filed Tax Returns; (E) surrender any right to claim a refund of any other person, other than in the Ordinary Course of Businessmaterial Taxes; or (ivF) make any loans, advances change to any of its material methods of reporting income or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices deductions for its business and propertyTax accounting purposes; (kx) It pays all debts and Taxesthe Company will not, files all acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any Person or any interest in any Person or otherwise acquire, lease, sell, license or dispose of its Tax Returns (as provided herein) and pays or performs all other obligations, when dueany material assets; (lxi) It does the Company will not hire amend, modify or terminate any existing Leases or enter into any new officer-level employeeLeases; (mxii) Except as otherwise contemplated hereunderthe Company will not purchase or sell any Real Property; (xiii) the Company will not (A) initiate any litigation, it does action, suit, proceeding, claim or arbitration or (B) settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration; (xiv) the Company will not enter into any transaction Contract that, if entered into prior to the date hereof, would be a Company Contract, or take violate, terminate, amend or otherwise modify or waive any other action outside of the terms of any Company Contract, in each case not in the Ordinary Course of Business; and (nxv) It does the Company will not enter into commit to any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing.

Operation of Business. FDH The Company and the Selling Shareholders shall ensure that, during the Pre-Closing Period: (a) It the Selling Shareholders do not directly or indirectly sell or otherwise transfer any of his Common Stock or any interest in or right relating to any of such Stock; (b) the Selling Shareholders do not permit any of the Common Stock to become subject, directly or indirectly, to any lien or encumbrance; (c) the Company conducts its operations exclusively in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (bd) It uses its commercially reasonable efforts to preserve the Company preserves intact its current business organization, uses best efforts to keep available and not terminate the services of its current officers and employees and uses best efforts to maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (ce) It the Company keeps in full force all insurance policies identified in Part 4.18 of the Disclosure Schedule; (f) the Company's officers confer regularly with Parent concerning material operational matters and otherwise report regularly to Parent concerning the status of the Company's business, financial condition, assets, liabilities, results of operations, financial performance and prospects; (g) the Company immediately notifies Parent of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (h) the Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (di) It the Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (ej) It except as contemplated under this Agreement, the Company does not amend its Articles of Incorporation, Bylaws Incorporation or other Organizational DocumentsBylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, or enter into any transaction or take any other action of the type referred to in Section 4.20(b) through (m); (fk) It the Company does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (gl) It the Company does not make any capital expenditure expenditures, unless approved in advance in writing by Parent; (m) the Company does not enter into, or permit any of the material assets owned or used by the Company to become bound by, any Contract; (n) the Company does not incur, assume or otherwise become subject to any obligation or liability, unless approved in advance in writing by Parent; (o) the Company does not establish or adopt any Employee Benefit Plan"employee benefit plan" within the meaning of Section 3(3) of ERISA or any other plan, arrangement, policy or practice of any kind, and does not pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (hp) It the Company does not change any of its methods of accounting or accounting practices in any material respect; (iq) It the Company does not make any Tax election; (r) the Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (ns) It does not enter into neither any transaction of the Selling Shareholders nor the Company agrees, commits or offers (in writing or otherwise) or attempts to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in the preceding clauses of this AgreementSection 7.2.

Operation of Business. FDH During the period from the date of --------------------- this Agreement and continuing until the earlier of the termination of the Agreement or the Effective Time, Globe-1 agrees (except to the extent that Onvia shall ensure thatotherwise consent in writing), during to carry on its 1. Except as expressly contemplated by this Agreement, Globe-1 shall not, without the Pre-Closing Periodprior written consent of Onvia: (a) It conducts its operations accelerate, amend or change the period of exercisability or the vesting schedule of restricted stock granted under any employee stock plan or agreements or authorize cash payments in exchange for any options granted under any of such plans except as specifically required by the Ordinary Course terms of Business and such plans or any related agreements or any such agreements in the same manner effect as such operations have been conducted prior to of the date of this Agreement;Agreement and disclosed in the Globe-1 Disclosure Schedule; provided however, that Globe-1 may make payments to its employees and consultants in an amount not to exceed an aggregate of $100,000 in return for each of such employees and consultants providing a valid waiver to Globe-1, in a form reasonably acceptable to Onvia, with respect to any rights such employees and consultants may have to purchase or otherwise be issued Globe-1 Capital Stock or options, warrants or other purchase rights for Globe-1 Capital Stock. (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside declare or pay any dividend dividends on or make any other distribution distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of such party, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stockstock except from former employees, directors and does consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party; provided however, that Globe-1 may either (x) repurchase Globe-1 Securities from Xxxxxx Xxxxxxx, III in an amount not repurchaseto exceed $500,000 (the "Xxxxxx Xxxxxxx, redeem III Repurchase") provided that prior to the consummation of ------------------------------ such repurchase Globe-1 has received valid waivers from all of the holders of Globe-1 Capital Stock with respect to any claims such holders may have with respect to such repurchase or otherwise reacquire (y) provide a cash bonus to Xxxxxx Xxxxxxx, III in an amount not to exceed $150,000 provided that no part of such bonus would constitute a nondeductible expense to Globe-1 pursuant to Section 280G of the Code, an excise tax to Xx. Xxxxxxx pursuant to Section 4999 of the Code or any other tax other than ordinary income and employment tax under applicable federal and state taxation laws. (c) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or securities convertible into shares of its capital stock, 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, except with respect to other than (i) the issuance of shares of Globe-1 Common Stock issuable upon exercise of Globe-1 Warrants, which are outstanding on the date of this Agreement or (ii) the repurchase of shares of FDH upon termination of Common Stock from terminated employees at the original purchase price pursuant to agreements existing at the date hereofterms of outstanding stock restriction or similar agreements; (d) It does not sell acquire or agree to acquire by merging or consolidating with, 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 issue (acquire or grant agree to acquire any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessassets; (e) It does not amend sell, lease, license or otherwise dispose of any of its Articles properties or assets which are material, individually or in the aggregate, to the business of IncorporationGlobe-1, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification except in the ordinary course of shares, stock split, reverse stock split or similar transactionbusiness; (fi) It does not except as set forth on the Globe-1 Disclosure Schedule, increase or agree to increase the compensation payable or to become payable to its officers or employees, (ii) except as set forth on the Globe-1 Disclosure Schedule, grant any additional severance or termination pay to, or enter into any employment or severance agreements with, officers, (iii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any non-officer employee, (iv) enter into any collective bargaining agreement, or (v) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (g) revalue any of its assets, including, without limitation, including writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities or guarantee any debt securities of its methods of accounting or accounting practices in any respectothers; (i) It does not commence amend or take any action propose to amend its articles of incorporation or fail to take any action which would result in the commencement of any Proceedingbylaws; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge incur or encumber commit to incur any fixed or other assets, other than capital expenditures in excess of $50,000 in the Ordinary Course aggregate or in excess of Business; (ii) incur, assume or prepay $20,000 as to any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertyindividual matter; (k) It pays all debts and Taxeslease, files all license, sell, transfer or encumber or permit to be encumbered any asset, Globe-1 Proprietary Right or other property associated with the business of its Tax Returns Globe-1 (as provided herein) and pays including sales or performs all other obligations, when duetransfers to Affiliates of Globe-1); (l1) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction lease or take any other action outside contract for the Ordinary Course of Business; and (n) It does not enter into any transaction purchase or take any other action that likely would cause or constitute a Breach sale of any representation property, real or warranty made by it personal except in this Agreement.the ordinary course of business;

Operation of Business. FDH shall ensure thatExcept as contemplated by this Agreement, during the Pre-Closing Period: (a) It conducts its period from the date of this Agreement up until the Closing, the Company and the Subsidiary shall conduct their respective operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior compliance with all applicable laws and regulations and, to the date of this Agreement; (b) It uses its commercially extent consistent therewith, use all reasonable efforts to preserve intact its current business organization, keep their physical assets in good working condition, keep available and not terminate the services of its their respective current officers and employees and maintain its relations and goodwill preserve their respective relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees suppliers and other Persons others having business relationships dealings with FDHthem to the end that their respective goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, neither the Company nor the Subsidiary shall, without the written consent of the Buyer: (a) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of any class or any other securities or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the conversion or exercise of convertible securities, options or warrants outstanding on the date hereof), or amend any of the terms of any such convertible securities, options or warrants; (cb) It does not split, combine or reclassify any shares of its capital stock; declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dc) It does create, incur or assume any debt not sell or otherwise issue currently outstanding (or grant any warrants, options or other rights to purchase) any shares including obligations in respect of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Businessleases); (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of BusinessPerson; (iv) or make any loans, advances or capital contributions to, or investments in, any other Person, except in the Ordinary Course of Business; (d) except for pay increases or bonus awards in the Ordinary Course of Business, enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in SECTION 3.28 (except as required by applicable law or to protect tax deferred status) or increase in any manner the compensation or fringe benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay any benefit not required by the terms in effect on the date hereof of any existing Employee Benefit Plan; (e) acquire, sell, lease, encumber or dispose of any material assets or property, other than purchases and sales of assets in the Ordinary Course of Business; (f) except as otherwise provided herein, amend any of their Charter Documents; (g) change in any material respect their accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP or as required by the Buyer; (h) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; ; (i) mortgage or pledge any of their property or assets or subject any such assets to any Security Interest; (vj) fail to maintain insurance consistent with past practices for its business and propertysell, assign, transfer or license any Intellectual Property, other than in the Ordinary Course of Business; (k) It pays all debts and Taxesenter into, files all amend, terminate, take or omit to take any action that would constitute a violation of its Tax Returns (as provided herein) and pays or performs all other obligationsdefault under, when dueor waive, release or assign any rights under, any Material Contract or agreement; (l) It does not hire except as otherwise provided herein, make or commit to make any new officer-level employeecapital expenditure in excess of $10,000 per item; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside 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 Company or any Company Stockholder set forth in this Agreement becoming untrue or (ii) any of the conditions to the transaction set forth in Article VI not being satisfied; (n) hire, terminate or discharge any employee or engage or terminate any consultant except in the Ordinary Course of Business; andPROVIDED, HOWEVER, the Company shall provide prompt notice to the Buyer of any such termination; (no) It does not enter into any transaction material contract, other than in the Ordinary Course of Business and as provided to the Buyer, or any material amendment or termination of, or default under, any Material Contract to which the Company is a party or by which it is bound; (p) commence any litigation other than (i) for the routine collection of bills or (ii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's or the Subsidiary's business, provided that Company consults with the Buyer prior to the filing of such a suit; (q) make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Tax Return or any amendment to a material Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (r) agree in writing or otherwise to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing actions.

Operation of Business. FDH The Seller shall ensure that, except as otherwise expressly contemplated by the Transactional Agreements, during the Pre-Closing Period: (a) It conducts its the Seller Corporations conduct their respective businesses and operations in the Ordinary Course of Business accordance with prudent practices and in compliance with all applicable Legal Requirements and the same manner requirements of all Assumed Contracts, and except as such operations have been conducted prior expressly contemplated by this (i) preserve intact the current business organization relating to the date of this Agreement; Specified Assets and the Laser Business, (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its good relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthem relating to the Specified Assets and the Laser Business, and (iii) promptly repair, restore or replace any Specified Assets and any assets related to the Laser Business that are destroyed or damaged; (b) the Seller keeps in full force all insurance policies identified in Part 0 of the Disclosure Schedule; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect the officers of any shares of its capital stock, the Seller confer regularly with the Purchaser concerning operational matters and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect report regularly to the repurchase Purchaser concerning the status of shares the Specified Assets and the business, condition, assets, liabilities, operations, financial performance and prospects of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofLaser Business; (d) It does not sell the Purchaser is notified within forty-eight (48) hours of any inquiry, proposal or otherwise issue (or grant offer from any warrants, options or other rights Person relating to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of BusinessAcquisition Transaction; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does the Seller Corporations do not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionAcquisition Transaction; (f) It does the Seller Corporations do not revalue enter into or permit any of its assets, including, without limitation, writing down the value of inventory Specified Assets or writing off notes or accounts receivable, except as required under GAAP and the Laser Business to become bound by any Contract other than in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does Seller Corporations do not enter into any transaction or take any other action outside of the Ordinary Course of type referred to in Section 0 hereof with respect to the Specified Assets or the Laser Business; and; (nh) It does the Seller Corporations shall take no actions that will cause the Purchaser to acquire the Specified Assets and the Laser Business from an insolvent business, including, without limitation, any act that will cause the Specified Assets or the assets acquired in connection with the Laser Business to represent all or substantially all of the assets of the Seller; (i) none of the Seller Corporations shall (i) make a general assignment for the benefit of creditors, (ii) file, or consent to the filing against it, any bankruptcy or insolvency petition or similar filing, (iii) suffer the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admit in writing its inability to pay its debts as they become due, (v) become convicted of, or plead guilty or no contest to, any felony, (vi) take or become the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements, or (vii) voluntarily wind up and dissolve; (j) the Seller Corporations do not directly or indirectly assign, transfer, sell or convey to any third party, or otherwise dispose of, any Specified Assets, Assumed Contract or any part of the Laser Business (including by combining any such Specified Assets or part of the Laser Business with any other materials or inventory of the Seller Corporations), and the Seller takes reasonable and responsible security measures to safeguard the Specified Assets and the entire inventory of the Laser Business; (k) the Seller Corporations shall take no action that will cause a material adverse change in the Seller Corporations’ businesses; (l) the Seller Corporations do not enter into any transaction or take any other action that likely would cause causes or constitute constitutes a material Breach of any representation representation, warranty or warranty covenant made by it the Seller in this AgreementAgreement or in the Seller Closing Certificate; and (m) the Seller Corporations do not agree, commit or offer (in writing or otherwise) to take any of the actions described in clauses 0 through 0 of this Section 0.

Operation of Business. FDH AIVtech shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHAIVtech; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH AIVtech upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH AIVtech pursuant to option grants to employees made under the option plan Option Plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (m) It does not hire any new officer-level employee; (mn) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (o) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (np) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure that, during During the Pre-Closing PeriodTerm of this Agreement: (a) It conducts its operations in Party A will ensure that: (i) the Ordinary Course business of Party A, together with all business opportunities presented to or which become available to Party A, will be treated as part of the Business covered by the Services and in the same manner as such operations have been conducted prior to the date of this Agreement; (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services all cash of its current officers and employees and maintain its relations and goodwill Party A will be maintained in Company Bank Accounts or disposed of in accordance with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthis Agreement; (ciii) It does not declareall business income, accrueworking capital, set aside or pay any dividend or make recovered accounts receivable, and any other distribution funds which come into the possession of Party A or are derived from or related to the operation of the business of Party A, are deposited into a Company Bank Account; (iv) all accounts payable, employee compensation and other employment-related expenses, and any payments in respect connection with the acquisition of any shares assets for the benefit of Party A or the satisfaction of any liabilities of Party A, are paid from amounts maintained in Company Bank Accounts; (v) Party B or any third party designated by Party B will have full access to the financial records of Party A and from time to time, Party B may request, at its sole option, to conduct an auditing with regard to the financial status of Party A; (vi) ensure that a majority of the members of its capital stock, and does not repurchase, redeem board of directors are also members of the board of directors of Party B; and (vii) no action is taken without the prior written consent of Party B that that would have the effect of entrusting all or otherwise reacquire any shares part of its capital stock or the business of Party A to any other securities, except Person. (b) Party B will ensure that: (i) it exercises with respect to the repurchase conduct of shares the Business the same level of FDH upon termination care it exercises with respect to the operation of employees its own business and will at all times act in accordance with its Reasonable Business Judgment, including taking no action which it knows, or in the original purchase price pursuant to agreements existing at exercise of its Reasonable Business Judgment should have known, would materially adversely affect the date hereofstatus of any of permits, licenses and approvals necessary for the conduct of the Business or constitute a violation of all Legal Requirements; (dii) It does not sell neither it, nor any of its agents or otherwise issue (representatives, takes any action that interferes with, or grant any warrantshas the effect of interfering with, options the operation of the Business in accordance with this Agreement, or other rights to purchase) any shares of capital stock which materially adversely affects its assets, operations, business or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Businessprospects; (eiii) It does not amend use its Articles of IncorporationBest Efforts to cooperate and assist Party B and Party A to maintain in effect all permits, Bylaws licenses and other authorizations and approvals necessary or other Organizational Documents, and does not effect or become a party appropriate to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount conduct of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (niv) It does not enter into any transaction use its Best Efforts to assist Party B and Party A to maintain positive and productive relations with relevant Governmental Authorities and their representatives. (v) a majority of the members of its board of directors are also members of the board of directors of Party A; and (vi) subject to the provisions of Section 13 relating to the Transition period, it will preserve intact the business and operations of Party A and take no action which it knows, or take any other action that likely in the exercise of its Reasonable Business Judgment should have known, would cause materially adversely affect the business, operations, or constitute a Breach prospects of any representation or warranty made by it in this Agreement.Party A.

Operation of Business. FDH shall ensure thatThe Target will not (and will not cause or permit any of its Subsidiaries to), during without the Pre-Closing Periodwritten consent of the Purchaser, take any action or enter into any transaction other than in the ordinary course of business. Without limiting the generality of the foregoing, except as expressly provided in this Agreement or Section 5(d) of the Target Disclosure Letter, without the written consent of the Purchaser: (ai) It conducts none of the Target and its operations Subsidiaries will authorize or effect any change in its charter or bylaws; (ii) none of the Ordinary Course Target and its Subsidiaries will grant any Stock Rights or issue, sell or otherwise dispose of Business and in any of its capital stock (except upon the same manner conversion or exercise of Stock Rights outstanding as such operations have been conducted prior to of the date of this AgreementAgreement and except for options to purchase up to 330,000 Target Shares to employees to be designated by the Target with the approval of the Purchaser, it being understood that all such options shall be granted at the fair market value of the Target Shares as of the date of grant, shall vest one-third on each of the first, second and third anniversary of the grant date, but shall not vest as a result of the completion of the Merger); (biii) It uses none of the Target and its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not Subsidiaries will declare, accrue, set aside or pay any dividend or make distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (div) It does not sell none of the Target and its Subsidiaries (1) will have incurred any indebtedness for borrowed money, whether to fund working capital requirements, operating losses or otherwise issue capital expenditure requirements (including equipment purchases), or grant for any warrantscapitalized lease obligation, options or other rights (2) will have entered into any legally binding commitment or obligation to purchase(w) incur any shares of capital stock expenditure (including equipment purchases), (x) pay any fees, costs or expenses relating to the transactions contemplated hereby, (y) make any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; acquisition earn-out payments or (ez) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to pay any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; compensation (f) It does not revalue any of its assets, including, without limitation, writing down "stay-bonus" or similar arrangements or fees) to employees, stockholders or consultants (or any Affiliates thereof) of the value Target as a result of inventory the consummation of the Merger, the aggregate amount of clauses (1) and (2), after giving effect to the Closing of the transactions contemplated hereby, does not exceed $38 million; it being understood that prior to the Closing, the Target agrees to advise the Purchaser, and to consult with the Purchaser, in connection with entering into any commitment or writing off notes obligation relating to any capital expenditure (including equipment purchases) which individually, or accounts receivablewhen taken together with related capital expenditures (including equipment purchases), except as required under GAAP and in the Ordinary Course of Businessexceeds $50,000; (gv) It does not establish none of the Target and its Subsidiaries will impose any Security Interest upon any of its assets other than in the ordinary course of business PROVIDED, that no such Security Interest could reasonably be expected to have a material adverse effect on the business, financial condition or adopt any Employee Benefit Plan, results of operations of the Target and does not pay any bonus or its Subsidiaries taken as a whole; (vi) none of the Target and its Subsidiaries will make any profit sharing capital investment in, make any loan to or similar payment to, acquire the securities or increase assets of any other Person other than to or from wholly-owned Subsidiaries in the amount ordinary course of business; (vii) none of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, Target and its Subsidiaries will make any change in employment terms for any of its directors, officers and employees other than customary increases to employees who are neither executive officers or employees; (h) It does not change directors of the Target or any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result Subsidiary awarded in the commencement ordinary course of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance business consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (except as provided hereinfor in Section 5(d)(vii) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside of the Ordinary Course of BusinessTarget Disclosure Schedule); and (nviii) It does not enter into none of the Target and its Subsidiaries will commit to any transaction of the foregoing. In the event the Target shall request the Purchaser to consent in writing to an action otherwise prohibited by this Section 5(d), the Purchaser shall use all reasonable efforts to respond in a prompt and timely fashion, but may otherwise respond affirmatively or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it negatively in this Agreementits sole discretion.

Operation of Business. FDH The Company and the Selling Shareholders shall ensure that, during the Pre-Pre- Closing Period: (a) It the Selling Shareholders do not directly or indirectly sell or otherwise transfer, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer, any of their Stock or any interest in or right relating to any of their Stock; (b) the Selling Shareholders do not permit, or offer, agree or commit (in writing or otherwise) to permit, any of the Stock to become subject, directly or indirectly, to any encumbrance; (c) the Company conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (bd) It uses its commercially reasonable efforts to preserve the Company preserves intact its current business organization, keep keeps available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (ce) It the Company keeps in full force all insurance policies identified in Part 5.20 of the Disclosure Schedule; (f) the Company's officers confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Company's business, condition, assets, liabilities, operations, financial performance and prospects; (g) the Company immediately notifies the Purchaser of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (h) the Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to for shares for which the Company has a repurchase of shares of FDH upon termination of employees at right under the original purchase price pursuant to agreements existing at the date hereofOption Plan; (di) It the Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except other than options to purchase up to the issuance number of shares of FDH Common Stock pursuant to option grants the Option Plan set forth on Schedule II attached hereto, up to employees made under three hundred thousand (300,000) shares of Company Preferred Stock issuable upon exercise of warrants outstanding as of the option plan date hereof and shares of Common Stock issuable upon conversion of outstanding Company Preferred Stock (including Company Preferred Stock issued upon exercise of warrants) or unless approved in the Ordinary Course of Businessadvance in writing by Purchaser; (ej) It the Company does not amend its Articles of Incorporation, Bylaws Incorporation or other Organizational DocumentsBylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, or enter into any transaction or take any other action of the type referred to in Section 5.22(c) through (n); (fk) It the Company does not revalue form any subsidiary or acquire any equity interest or other interest in any other Entity; (l) the Company does not make any capital expenditure, except for capital expenditures made in the Ordinary Course of Business that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed Ten Thousand Dollars ($10,000), unless approved in advance in writing by the Purchaser; (m) the Company does not enter into, or permit any of its assetsthe material assets owned or used by the Company to become bound by, includingany Contract; (n) the Company does not incur, without limitation, writing down the value of inventory assume or writing off notes or accounts receivableotherwise become subject to any Liability, except as required under GAAP and for current liabilities incurred in the Ordinary Course of Business, unless approved in advance in writing by the Purchaser; (go) It the Company does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit profit-sharing or similar payment to, or materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, other than annual adjustments made on January 1, 1999 in the Ordinary Course of Business; (hp) It the Company does not change any of its methods of accounting or accounting practices in any respect; (iq) It the Company does not make any Tax election; (r) the Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (ns) It does not enter into any transaction neither the Selling Shareholders nor the Company agrees, commits or offers (in writing or otherwise) or attempts to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in the preceding clauses of this AgreementSection 7.3.

Operation of Business. FDH shall ensure that(i) Since the date of the Reference Balance Sheet, during except for the Pre-Closing Period: (a) It conducts its operations transactions contemplated by the Transaction Documents and the Stock Purchase Agreement, the Company, TFC and each Subsidiary have continued to operate in all material respects in the Ordinary Course manner and system of Business and in the same manner as such operations have been conducted operation employed immediately prior to the date of this Agreement;the Reference Balance Sheet, and the Company, TFC and each Subsidiary have used their best efforts to prevent harm or damage to their respective reputations or reduction of existing customer accounts (other than in the ordinary course of business). (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate Since the services date of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securitiesthe Reference Balance Sheet, except for the transactions contemplated by the Transaction Documents and the Stock Purchase Agreement, neither the Company, TFC nor any Subsidiary has (A) incurred any material liabilities, except in the ordinary course of business consistent with respect past practice; (B) paid any obligation or liability, or discharged or satisfied any Encumbrance other than those securing current liabilities, in each case in the ordinary course of business; (C) subjected to any Encumbrances any of their respective assets, tangible or intangible, except in the repurchase ordinary course of shares business; (D) sold, transferred or leased any of FDH upon termination their respective assets except the sale of employees at inventory in the original purchase price pursuant to agreements existing at ordinary course of business; (E) suffered any material physical damage, destruction or loss (whether or not covered by insurance) affecting their respective properties, business or prospects; (F) entered into any material transaction other than in the date hereof; ordinary course of business; (dG) It does not sell encountered any labor difficulties or otherwise issue labor union organizing activities; (H) issued or grant any warrants, options or other rights to purchase) sold any shares of capital stock or other securities or granted any options, warrants, or other purchase rights with respect thereto; (I) made any acquisition or disposition of any material assets except in the ordinary course of business or become involved in any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar material transaction; (f) It does not revalue any of its assets, including, without any limitation, writing down any merger or consolidation with, purchase of all or part of the value assets of, or acquisition of inventory any business of any proprietorship, firm, association, corporation or writing off notes other business organization or accounts receivable, division thereof; (J) except as required under GAAP and in the Ordinary Course ordinary course of Business; (g) It does not establish business consistent with past practice, increased the compensation payable, or adopt to become payable, to any Employee Benefit Planof their respective directors or employees, and does not pay or made any bonus or make any profit sharing payment or similar payment toarrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for their respective employees or directors; (K) made any capital investment in, any loan to or increase the amount any acquisition of the wagessecurities or assets of any other Person; (L) canceled, salarycompromised, commissions, fringe benefits waived or other compensation released any material right or remuneration payable to, claim; (M) made any change in employment terms for any of its their respective directors, officers or employees; employees outside the ordinary course of business; (hN) It does made or pledged to make any charitable contribution or other capital contribution outside the ordinary course of business; (O) violated any Law, except for any violation that has not change resulted in a Material Adverse Effect on the Company, TFC and the Subsidiaries, taken as a whole, or failed to maintain all material governmental licenses and approvals required to operate their respective businesses as currently being conducted; (P) entered into any of its methods of accounting other agreement or accounting practices in made any respect; (i) It does not commence or take any action or fail other commitment to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assetsaction, other than in the Ordinary Course ordinary course of Businessbusiness; or (iiQ) incuragreed or committed, assume whether in writing or prepay otherwise, to do any indebtednessof the foregoing transactions. In addition, Indebtedness since the date of the Reference Balance Sheets, neither the Company, TFC nor any Subsidiary has accelerated, terminated, modified or obligation canceled any material agreement, contract, lease or any other liabilities license to which it is a party or issue any debt securities, other than in the Ordinary Course of Business; by which it or its assets are bound. (iii) assumeSince the date of the Reference Balance Sheets, guaranteeno event, endorse for the obligations of any other personcondition or circumstance has occurred that could, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions could be reasonably likely to, or investments inhave a Material Adverse Effect on the Company, any other PersonTFC and the Subsidiaries, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (taken as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementwhole.

Operation of Business. FDH The Parent, Principal Shareholder and the Seller shall ensure that, during the Pre-Closing Period: (a) It the Seller conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It the Seller uses its commercially reasonable efforts Best Efforts to (i) preserve intact its current business organization, keep (ii) keeps available and not terminate the services of its current officers and employees and employees, (iii) maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licenseesemployees, employees independent contractors and other Persons having business relationships with FDHthe Seller, (iv) maintain and protect the Customer Data on its servers or otherwise in its possession in the same manner as such Customer Data has been maintained and protected prior to the date of this Agreement, and (v) promptly repair, restore or replace any assets that are destroyed or damaged; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution the Seller keeps in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereoffull force all insurance policies; (d) It the officers of the Seller confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Seller’s business, condition, assets, liabilities, operations, financial performance and prospects; (e) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) the Seller and its officers use their Best Efforts to cause the Seller to operate profitably and to maximize its revenues and net income; (g) the Seller does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (h) the Seller does not effect or become a party to any Acquisition Transaction; (i) the Seller does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (j) the Seller does not make any capital expenditure, except for capital expenditures that are made in the issuance Ordinary Course of shares Business and that, when added to all other capital expenditures made on behalf of FDH pursuant the Seller during the Pre-Closing Period, do not exceed $25,000 in the aggregate; (k) the Seller does not enter into or permit any of its assets to option grants become bound by any Contract; (l) the Seller does not incur, assume or otherwise become subject to employees made under any Liability, except for current liabilities (of the option plan 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; (em) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It Seller does not establish or adopt any Seller Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers officers, employees or employeesindependent contractors; (hn) It the Seller does not commence or settle any Proceeding; (o) the Seller does not enter into any transaction or take any other action of the type referred to in Section 2.5; (p) the Seller does not enter into any transaction or take any other action that might cause or constitute a Breach of any representation or warranty made by the Parent, Principal Shareholder or the Seller in this Agreement if (A) such representation or warranty had been made as of the time of such transaction or action, (B) such transaction had been entered into, or such action had been occurred, on or prior to the date of this Agreement or (C) such representation or warranty had been made as of the Closing Date; (q) the Seller does not change any of its methods of accounting or accounting practices in any respectrespect without the written consent of the Purchaser; (ir) It The Parent and Principal Shareholder shall not directly or indirectly sells or otherwise transfers, or agrees, commits or offers (in writing or otherwise) to sell or otherwise transfer, any stock in the Seller or any interest in or right relating to any such stock; (s) The Parent and Principal Shareholder shall not permit, or agree, commit or offer (in writing or otherwise) to permit, any stock in the Seller to become subject, directly or indirectly, to any Encumbrance; (t) the Seller does not commence agree, commit or take any action offer (in writing or fail otherwise) to take any action which would result of the actions described in the commencement of any Proceeding; (j) It does not clauses ”(i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course )” through “(s)” of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementSection 4.2.

Operation of Business. FDH shall ensure thatExcept as contemplated by this Agreement, during the Pre-Closing Period: period from the date of this Agreement to the Closing, the Company shall (aand shall cause the Subsidiary to) It conducts conduct its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior compliance with all applicable laws and regulations and, to the date of this Agreement; (b) It uses extent consistent therewith, use its commercially reasonable efforts Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available and not terminate the services of its current officers and employees (provided that, with respect to non-officer employees, the Company shall retain the right to discharge employees consistent with past practice), and maintain preserve its relations and goodwill relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees suppliers and other Persons others having business relationships dealings with FDHit to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not (and shall cause the Subsidiary not to), without the written consent of the Buyer: (a) issue or sell any stock or other securities of the Company or the Subsidiary or any options, warrants or rights to acquire any such stock or other securities (except pursuant to the conversion of Preferred Shares or the exercise of Options or Warrants outstanding on the date hereof), or amend any of the terms of (including the vesting of) any Options, Warrants or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (provided that the Company may repurchase unvested securities at the original purchase price thereof from former employees, officers, directors, consultants or other persons who performed services for the Company or the Subsidiary in connection with the cessation of such employment or service); (cb) It does not split, combine or reclassify any shares of its capital stock; or declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dc) It does not sell other than up to $200,000 of additional indebtedness under the Company’s equipment line of credit in effect as of the date of this Agreement, create, incur or otherwise issue assume any indebtedness (or grant any warrants, options or other rights to purchase) any shares including obligations in respect of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Businessleases); (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of Businessperson or entity; (iv) or make any loans, advances or capital contributions to, or investments in, any other Personperson or entity other than advances to employees for reasonable business expenses consistent with past practice; (d) enter into, adopt or amend, except as required by law, any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(k) or increase in any manner the compensation or fringe benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually (other than pursuant to scheduled employee reviews under the Company’s normal employee review cycle in the Ordinary Course of Business), or pay any bonus or other benefit to its directors, officers or employees (except for existing payment obligations listed in Section 2.21 of the Disclosure Schedule) or hire any new officers or, other than in the Ordinary Course of Business in accordance with the Operating Plan, employees; (e) acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of the Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases, licenses and sales of assets or property in the Ordinary Course of Business; ; (f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) amend its Articles of Incorporation, by-laws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes; (j) enter into, amend, terminate, take or omit to 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 to be listed (A) in Section 2.12 or Section 2.13 of the Disclosure Schedule or (vB) fail in Section 2.14 of the Disclosure Schedule, except, in the case of Section 2.14 only, in the Ordinary Course of Business with prior notice to maintain insurance consistent with past practices for its business and propertythe Buyer; (k) It pays all debts and Taxes, files all make or commit to make any capital expenditure in excess of its Tax Returns (as provided herein) and pays or performs all other obligations, when due$25,000 in the aggregate; (l) It does not hire other than Legal Proceeding for breach of this Agreement, institute or settle any new officer-level employeeLegal Proceeding or enter into any waiver, release, assignment or compromise relating to any Legal Proceeding; (m) Except reduce any insurance coverage from that in existence as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside of the Ordinary Course date of Business; andthis Agreement; (n) It does not enter into any transaction or take any other action or fail to take any action permitted by this Agreement with the knowledge that likely such action or failure to take action would cause or constitute a Breach result in (i) any of any representation or warranty made by it the representations and warranties of the Company set forth in this AgreementAgreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (o) agree in writing or otherwise to take any of the foregoing actions.

Operation of Business. FDH shall ensure thatWithout the prior written consent of Acquiror, during or as provided for in the Pre-Closing Period: (a) It conducts its operations Assignment and Interim Operating Agreement, Company will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business and Business. Company will not engage in any activity or take any actions that could have a Material Adverse Effect on the same manner as such operations have been conducted prior to business of Company. Without limiting the date generality of this Agreementthe foregoing: (1) Company will not authorize or effect any change of its Charter Documents; (b2) It uses its commercially reasonable efforts Company will not grant any options, warrants, or other rights to preserve intact its current business organization, keep available and not terminate the services purchase or obtain any of its current officers and employees and maintain capital stock or issue, sell, or otherwise dispose of any of its relations and goodwill with all supplierscapital stock (except upon the conversion or exercise of options, customerswarrants, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHrights currently outstanding); (c3) It does Company will not split, combine, subdivide or reclassify any Company's common stock; (4) Except for the transactions contemplated herein, Company will not make any acquisition by merger, consolidation or otherwise, or material disposition of inventory, supplies and products, of assets or securities, or permit any assets to become subject to any material lien, or encumbrance; (5) Company will not pay or agree to pay or accelerate the payment of any pension, retirement allowance or other employee benefit not required or contemplated by any of the existing Company Plans and Company Other Benefit Obligations; (6) Company will not declare, accrueset aside, set aside or pay any dividend or make distribution with respect to its capital stock or registered capital (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d7) It does Company will not sell or otherwise issue (or grant any warrantsnote, options bond, or other rights to purchasedebt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation; (8) Company will not impose any Encumbrance upon any of its assets; (9) Company will not make any shares capital investment in, make any loan to, or acquire the securities or assets of capital stock or any other securitiesPerson; (10) Company will not make any changes in employment terms, except the issuance including any increases in compensation, grants of shares severance payments, for any of FDH pursuant to option grants to its directors, officers, and employees; (11) Company will not hire any employees made under the option plan in outside the Ordinary Course of Business; (e12) It does Company will not amend its Articles of Incorporation, Bylaws make or other Organizational Documents, and does not effect any corporate or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionoperational changes; (f13) It does Company will not revalue transfer any of its assets, including, assets without limitation, writing down the value prior written consent of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of BusinessAcquiror; (g14) It does not establish All outstanding employment offers will have been rescinded or adopt otherwise withdrawn without any Employee Benefit Plan, and does not pay Material Adverse Effect to the business Company without any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesoutstanding obligations remaining; (h15) It does Company will not change undertake any of its methods of accounting or accounting practices in any respectMaterial new business opportunity; (i16) It does Company will not commence make or take commit to make any action capital expenditure, or enter into any lease of capital equipment as lessee or lessor; (17) Company will not pay, prepay or discharge any liability or fail to take pay any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, liability when due; (l18) It does Company will not hire write-off or write-down any new officer-level employeeassets of the Company; (m19) Except as otherwise contemplated hereunderCompany will not make any changes in its accounting methods or practices or revalue its assets, it does except for (i) those changes required by GAAP, and (ii) changes in its tax accounting methods or practices that may be necessitated by changes in applicable Tax Laws; (20) Company will not enter into any transaction or take any other action outside actions that would make any representation and warranty of the Ordinary Course of BusinessCompany hereunder inaccurate in any Material respect at the Effective Time; and (n21) It does Company will not enter into any transaction authorize any, or commit or agree to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementof, the foregoing actions.

Operation of Business. FDH During the period commencing on the date hereof and continuing until the Closing Date, unless Buyer shall ensure thatotherwise agree in writing (such agreement not to be unreasonably withheld) or as otherwise expressly contemplated or permitted by this Agreement, during the Pre-Closing Period: Repap agrees that it will cause: (a) It conducts its operations Repap USA and the Subsidiaries to carry on their Businesses in the Ordinary Course of Business regular and ordinary course (in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (bheretofore conducted) It uses its commercially reasonable and use their best efforts to preserve intact its current business organizationtheir Businesses, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliersorganizations, employees, customers, landlordssuppliers and goodwill; (b) Repap USA and the Subsidiaries not to subdivide, creditorsconsolidate, licensorsredeem, licenseespurchase or otherwise acquire or reclassify any of their outstanding shares of any class of capital stock, employees and declare any dividends on or make other Persons having business relationships with FDH; distributions (whether in cash, stock or property or any combination thereof) in respect of their shares of any class of capital stock; (c) It does Repap USA and the Subsidiaries not declare, accrue, set aside to amend their articles or pay any dividend by-laws or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; similar organizational documents; (d) It does Repap USA and the Subsidiaries not sell to issue, authorize or otherwise issue (propose or grant any warrants, options or other rights commit to purchase) any shares of capital stock or any other securities, except the issuance of (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), or, directly or indirectly, through an Affiliate or otherwise, purchase or propose the purchase of, any shares in their capital of FDH pursuant any class or securities convertible into or exchangeable for, or rights, warrants or options to option grants to employees made under the option plan in the Ordinary Course of Business; acquire, any such shares or other convertible or exchangeable securities; (e) It does Repap USA and the Subsidiaries not amend its Articles of Incorporation, Bylaws to merge or consolidate with or into any other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; Person; (f) It does Repap USA and the Subsidiaries not revalue to sell, lease, transfer, mortgage, hypothecate or otherwise dispose of any of its their assets or properties, real, personal or mixed, moveable or immoveable, that are material, individually or in the aggregate, to the Business, assets, includingfinancial condition or results of operations of Repap USA and the Subsidiaries or Buyer and its subsidiaries, without limitationas the case may be, writing down the value of inventory or writing off notes or accounts receivable, except taken as required under GAAP and in the Ordinary Course of Business; a whole; (g) It does Repap USA and the Subsidiaries not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; to (i) It does not commence incur indebtedness for money borrowed in excess of $250,000, or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other personPerson in excess of such amount, or issue or sell any debt securities (it being understood that such prohibition shall not otherwise prevent or hinder the drawing of funds pursuant to lease arrangements or credit facilities established and available as of the date hereof); (ii) approve any new capital expenditures in excess of $100,000 individually and $1,000,000 in the aggregate except for those listed on Schedule 2.3(a)(iv); (iii) dispose of or incur, create or assume any Encumbrance on any individual capital asset of Repap USA or the Subsidiaries if the greater of the book value and the fair market value of such capital asset exceeds $250,000 other than in the Ordinary Course of BusinessPermitted Encumbrances; and (iv) make enter into a contract, agreement, commitment or arrangement with respect to any loans, advances of the foregoing; (h) Repap USA and the Subsidiaries to grant to any officer of Repap USA or capital contributions tothe Subsidiaries any increase in compensation or in severance or termination pay, or investments inenter into new or amend existing agreements respecting employment (including benefits) with any officer or employee of Repap USA or the Subsidiaries, except as may be required under employment or termination agreements in effect on the date hereof or as may be required by law; (i) Repap USA and the Subsidiaries to maintain inventories of raw materials and finished goods at current levels, except for sales and purchases in the ordinary course of business, and maintain the properties of the Business in good repair, order and condition, reasonable wear and tear excepted; (j) Repap USA and the Subsidiaries not to amend or terminate any material agreement; (k) Repap USA and the Subsidiaries not take any action to seek, encourage, solicit or support any inquiry, proposal, expression of interest or offer from any other Person or entity with respect to an acquisition, combination or similar transaction involving the Shares, any Subsidiary, the Businesses of Repap USA and the Subsidiaries or substantially all of the assets or securities related thereto (any such inquiry, proposal, expression of interest or offer being hereinafter referred to as an "Acquisition Proposal"), and Repap will promptly inform Buyer of the existence of any such Acquisition Proposal 14 15 and shall not without the written consent of Buyer furnish any information to or participate in any discussions or negotiations with any other PersonPerson or entity regarding the same; provided, other than however, that nothing contained in this Agreement shall prevent Repap or its Subsidiaries from (A) providing information in response to a request therefor in connection with an Acquisition Proposal by any such Person or entity if the Board of Directors receives from such Person or entity so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Ordinary Course of BusinessConfidentiality Agreement; (B) engaging in any negotiations or discussions with respect to an Acquisition Proposal with any such Person or entity; or (vC) fail terminating this Agreement in the context of a competing Acquisition Proposal if and only to maintain insurance consistent the extent that, in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of Repap determines in good faith after consultation with past practices outside legal counsel that such action is necessary in order for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; directors to comply with their respective fiduciary duties under applicable law; (l) It does Repap USA or its Subsidiaries not hire to enter or agree to enter into any new officer-level employee; agreement, except as otherwise set forth in this Agreement, pursuant to which Repap or any Subsidiary would be obligated to expend, or entitled to receive, more than $100,000 in any 12 month period or which Repap USA or its Subsidiaries, upon cancellation by Repap USA or the Subsidiaries upon less than three (3) months' notice, are required to incur or fund additional expenditures, penalties or increased costs; (m) Except as otherwise contemplated hereunder, it does Repap USA and the Subsidiaries not to renew or enter into any leases for sales offices; and (n) Repap USA and the Subsidiaries to enter into any transaction or take perform any other action outside act which might interfere or be inconsistent with the Ordinary Course successful completion of Business; and (n) It does not enter into the transactions contemplated by this Agreement or which would render inaccurate any of the representations and warranties set forth herein if such representations and warranties were made at a date subsequent to such transaction or take any other action that likely would cause act and all references to the date hereof were to such later date. From the date hereof through the Closing, Repap shall confer on a regular and frequent basis with one or constitute a Breach more designated representatives of Buyer to report material operational matters and the general status of ongoing operations of the Businesses of Repap USA and the Subsidiaries. Repap shall promptly notify Buyer of any representation material change in the financial condition, results of operations, properties or warranty made by it Businesses of Repap USA or any Subsidiary or prospects of the Businesses of Repap USA and the Subsidiaries, and shall keep Buyer fully informed of such events and permit Buyer's representatives to participate in this Agreementall discussions relating thereto.

Operation of Business. FDH The Vendor shall ensure that, during the Pre-Closing Period: (a) It none of the Sale Shares are sold or otherwise transferred, or offered for sale, and thus no agreement or commitment is entered into (in writing or otherwise) to sell or otherwise transfer, any of the Sale Shares or any interest in or right relating thereto; (b) it does not permit offer, agree or commit (in writing or otherwise) to permit, any of the Sale Shares to become subject, directly or indirectly, to any Encumbrance; (c) the Company conducts its operations exclusively in the Ordinary Course of Business Business, except that the Company may settle up the indebtedness between it and the Vendor's Related Parties [(as appears in Part 2.25 of the same manner as such operations have been conducted Disclosure Schedule)] on or prior to the date of this AgreementClosing; (bd) It the Company uses its commercially reasonable efforts Best Efforts to preserve intact its current business organization, and uses its Best Efforts to keep available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (ce) It the Company keeps in full force all insurance policies identified in Part 2.24 of the Disclosure Schedule; (f) the Company's officers confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Company's business, condition, assets, Liabilities, operations, financial performance and prospects; (g) the Company immediately notifies the Purchaser of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (h) the Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockshares, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (di) It the Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (ej) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and the Company does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock splitshare consolidation or division, reverse stock split capital reduction or share buy back or similar transaction; (fk) It the Company does not revalue form any of its assets, including, without limitation, writing down subsidiary or acquire any equity interest or other interest in any other Entity; (l) the value of inventory or writing off notes or accounts receivableCompany does not make any capital expenditure, except as required under GAAP and for capital expenditures that are made in the Ordinary Course of BusinessBusiness and that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed NZ$100,000 in the aggregate; (gm) It the Company does not establish enter into or adopt permit any Employee Benefit Planof the assets owned or used by the Company to become bound by any Contract, and except for any Excluded Contract; (n) the Company does not pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers officers, or employeesemployees except in the Ordinary Course of Business; (ho) It the Company does not change any of its methods of accounting or accounting practices in any respect; (ip) It the Company does not make any Tax election; (q) the Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nr) It the Company does not enter into any transaction agree, commit or offer (in writing or otherwise), and does not attempt, to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in clauses "(a)" through "(q)" of this AgreementSection 4.2.

Operation of Business. FDH The Seller shall ensure that, during the Pre-Closing Period, except with the prior written consent of the Purchaser: (a) It conducts conduct its operations with respect to the Acquired Business: (i) exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; and (ii) such that the conditions set forth in Section 7.10 and Section 7.11 shall be met; (b) It uses its commercially reasonable efforts with respect to the Acquired Business: (i) preserve intact its current business organization, ; (ii) keep available and not terminate the services of its current officers and employees and employees; (iii) maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthe Seller; (iv) preserve intact the assets related to the Acquired Business; and (v) promptly repair, restore or replace any such assets that are destroyed or damaged; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution keep in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect full force all existing insurance policies related to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofAcquired Business; (d) It does not sell or ensure that the officers of the Seller will be available to confer regularly with the Purchaser, as Purchaser may reasonably request, concerning operational matters and otherwise issue (or grant any warrantsreport regularly to the Purchaser concerning the status of the business, options or other rights to purchase) any shares condition, assets, liabilities, operations, financial performance and prospects of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Acquired Business; (e) It does not amend its Articles immediately notify the Purchaser of Incorporationany inquiry, Bylaws proposal or other Organizational Documents, and does not effect or become a party offer from any Person relating to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionAcquisition Transaction; (f) It does not revalue any of its assets, including, without limitation, writing down order materials related to the value of inventory or writing off notes or accounts receivable, except as required under GAAP and Acquired Business in the Ordinary Course of Business; (g) It does not establish effect or adopt become a party to any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesAcquisition Transaction; (h) It does not enter into or permit any of the assets related to the Acquired Business (including the Specified IP) to become bound by any Contract other than Specified Contracts or as provided in clause (f) above; (i) not amend or modify any Specified Contract; (j) not incur, assume or otherwise become subject to any Liability in connection with the Acquired Business or the assets related to the Acquired Business (including the Specified IP), except in the Ordinary Course of Business; (k) not change any of its methods of accounting or accounting practices in any respect; respect relating in any way to the Acquired Business or the assets related to the Acquired Business (i) It does not commence or take any action or fail to take any action which would result in including the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when dueSpecified IP); (l) It does not hire commence or settle any new officer-level employeeProceeding relating in any way to the Acquired Business or the assets related to the Acquired Business (including the Specified IP); (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action of the type referred to in Section 2.4; (n) not enter into any transaction or take any other action relating in any way to the Acquired Business or the assets related to the Acquired Business (including the Specified IP) outside the Ordinary Course of Business; and; (no) It does not enter into any transaction or take any other action that likely would might cause or constitute a Breach of any representation or warranty made by it the Seller in this AgreementAgreement or in the Closing Certificate; (p) not accept any customer purchase orders for products related to the Acquired Business or ship any Seller Products; and (q) not agree, commit or offer (in writing or otherwise) to take any of the actions described in clauses "(g)" through "(p)" of this Section 4.2.

Operation of Business. FDH The Company shall ensure that, during the Pre-Closing Period: (a) It The Company conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; ; (b) It The Company uses its commercially reasonable efforts Best Efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; the Company; (c) It The Company keeps in full force all insurance policies identified in Section 4.18 of the Disclosure Schedule; (d) The Company immediately notifies Verio in writing of any inquiry, proposal or offer from any Person relating to any Acquisition Proposal; (e) The Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH Company Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; ; (df) It The Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH Company Common Stock pursuant to option grants to employees made under the option plan in the Ordinary Course ordinary course of Business; business; (eg) It The Company does not amend its Articles of Incorporation, Bylaws Incorporation or other Organizational DocumentsBylaws, and does not effect or become a party to any transaction related to an Acquisition Proposal or any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; ; (fh) It The Company does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Business; any other Entity; (gi) It The Company does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; ; (hj) It The Company does not change any of its methods of accounting or accounting practices in any respect; ; (ik) It The Company does not make any Tax election; (l) The Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; ; (jm) It The Company does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness Liability or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;; 23 24 (kn) It The Company pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; ; (lo) It The Company does not transfer to any Person any Proprietary Asset, other than in the Ordinary Course of Business; (p) The Company does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (q) The Company does not pay, discharge or satisfy, in any amount in excess of $100,000 in any one case or $250,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the Ordinary Course of Business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Financial Statements or which Verio has consented to in writing; (r) The Company does not hire any new director level or officer-level employee; ; (ms) The Company gives all notices and other information (including any notices and information required based on any instructions of Verio related to post-Closing operations) required prior to the Closing to be given to the employees of the Company and any applicable Governmental Body under the National Labor Relations Act, the Code, the Consolidated Omnibus Budget Reconciliation Act, and other applicable law in connection with the Transactions; (t) The Company does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (u) Except as otherwise contemplated hereunder, it the Company does not enter into any transaction or take any other action outside the Ordinary Course of Business; and and (nv) It The Company does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the Company or any of the Shareholders in this AgreementAgreement or in any of the other Transactional Agreements.

Operation of Business. FDH The Vendor shall ensure that, during the Pre-Closing Period: (a) It none of the Sale Shares are sold or otherwise transferred, or offered for sale, and thus no agreement or commitment is entered into (in writing or otherwise) to sell or otherwise transfer, any of the Sale Shares or any interest in or right relating thereto; (b) it does not permit offer, agree or commit (in writing or otherwise) to permit, any of the Sale Shares to become subject, directly or indirectly, to any Encumbrance; (c) the Company conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (bd) It the Company uses its commercially reasonable efforts endeavours to preserve intact its current business organization, keep keeps available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (ce) It the Company keeps in full force all insurance policies identified in Part 2.26 of the Disclosure Schedule; (f) the Company's officers confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Company's business, condition, assets, liabilities, operations, financial performance and prospects; (g) the Company immediately notifies the Purchaser of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (h) the Company and its officers use their Best Efforts to cause the Company to operate profitably and to maximize its net income; (i) the Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockshares, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dj) It the Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (ek) It except as contemplated in this Agreement, the Company does not amend its Articles of Incorporation, Bylaws or other Organizational Documentsconstitution, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock splitshare consolidation or division, reverse stock split capital reduction or share buy back or similar transaction; (fl) It the Company does not revalue form any subsidiary or acquire any equity interest or other interest in any other Entity; (m) the Company does not make any capital expenditure, except for capital expenditures that are made in the Ordinary Course of Business and that, when added to all other capital expenditures made on behalf of the -36- 41 Company during the Pre-Closing Period, do not exceed A$10,000 in the aggregate; (n) the Company does not enter into or permit any of its assets, including, without limitation, writing down the value of inventory assets owned or writing off notes or accounts receivableused by the Company to become bound by any Contract, except as for any Excluded Contract; (o) the Company does not incur, assume or otherwise become subject to any Liability, except for current liabilities (of the type required under GAAP and to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business; (gp) It the Company does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (hq) It the Company does not change any of its methods of accounting or accounting practices in any respect; (ir) It the Company does not make any Tax election; (s) the Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jt) It the Company does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge enter into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or take any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySection 2.9; (ku) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it the Company does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (nv) It the Company does not enter into any transaction or take any other action that likely would might cause or constitute a Breach of any representation or warranty made by it the Vendor in this AgreementAgreement or in the Closing Certificate; and (w) the Company does not agree, commit or offer (in writing or otherwise), and does not attempt, to take any of the actions described in clauses "(a)" through "(v)" of this Section 4.2.

Operation of Business. FDH Except as otherwise consented to by Buyer in writing, the Sellers shall ensure thatcause Holdco, during the Pre-Closing PeriodCompany and the Subsidiaries to, and Holdco, the Company and the Subsidiaries shall: (a) It conducts its operations conduct the business of the Company and the Subsidiaries only in the Ordinary Course of Business and in and, without limiting the same manner as such operations have been conducted prior to generality of the date of this Agreement;foregoing: (bi) It uses its commercially reasonable efforts to preserve intact its current business organizationneither the Company nor any Subsidiary shall sell, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all supplierslease, customerstransfer or assign any asset, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan than for fair consideration in the Ordinary Course of Business; (eii) It does not amend its Articles of Incorporationneither the Company nor any Subsidiary shall sell, Bylaws lease, transfer or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue assign any of its assets, includingtangible or intangible, without limitation, writing down other than the value sale or transfer of inventory Inventory or writing off notes or accounts receivable, except as required under GAAP and immaterial assets for fair consideration in the Ordinary Course of Business; (iii) neither the Company nor any Subsidiary shall make any material change in the manner in which products or services of the Business are marketed (including, without limitation, any material change in prices), any material change in the manner in which the Business extends discounts or credits to customers or any material change in the manner or terms by which the Business deals with customers; (iv) neither the Company nor any Subsidiary shall (i) make any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business; or (ii) fail to make any scheduled capital expenditures or investments when due; (v) neither the Company nor any Subsidiary shall delay or postpone the payment of accounts payable and other Liabilities, accelerate the collection of accounts receivable, in either case outside the Ordinary Course of Business, or alter any accounting method or practice; (vi) other than pursuant to the DJ Share Purchase Agreement, neither the Company nor any Subsidiary shall issue, create, incur or assume any Indebtedness (or series of related Indebtedness) involving more than $25,000 in the aggregate or delay or postpone the payment of accounts payable or other Liabilities beyond the original due date; (vii) neither the Company nor any Subsidiary shall cancel, compromise, waive or release any right or claim (or series of related rights or claims) or any Indebtedness (or series of related Indebtedness) owed to it, in any case involving more than $25,000; (b) use their best efforts to maintain the businesses, properties, physical facilities and operations of Holdco, the Company and the Subsidiaries, preserve intact the current business organization of Holdco, the Company and the Subsidiaries, keep available the services of the current officers, employees and agents of Holdco, the Company and the Subsidiaries, and maintain the relations and goodwill with suppliers, customers, lessors, licensors, lenders, creditors, employees, agents and others having business relationships with Holdco, the Company or any of the Subsidiaries; (c) maintain the assets of Holdco, the Company and the Subsidiaries in good repair, order and condition, subject to ordinary wear and tear and consistent with their intended use; (d) preserve and maintain the Intellectual Property of Holdco, the Company and the Subsidiaries identified on Schedule 5.14(c); (e) confer with Buyer concerning matters of a material nature to Holdco, the Company and the Subsidiaries; (f) confer with Buyer with respect to, and provide Buyer with copies of, Tax Returns before filing, and neither Holdco, the Company nor any Subsidiary shall make, rescind or change any Tax election, change any Tax accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim, assessment or Liability, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (g) It does not establish or adopt any Employee Benefit Plandeliver to Buyer monthly consolidated financial statements of Holdco, the Company and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount Subsidiaries as they become available to Holdco and the Company and otherwise report periodically to Buyer concerning the status of the wagesbusinesses, salaryoperations and finances of Holdco, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesthe Company and the Subsidiaries; (h) It does not change (i) split, combine or reclassify any of its methods their equity securities or issue or authorize or propose the issuance of accounting any other securities in respect of, in lieu of or accounting practices in substitution for, shares of any respectof their equity securities, or (ii) repurchase, redeem or otherwise acquire any of their equity securities or any securities convertible into or exercisable for any of their equity securities; (i) It does not commence deliver or take sell, or authorize or propose the issuance, delivery or sale of, any action or fail to take any action which would result in the commencement of their equity securities of any Proceedingclass, or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such of their equity securities, or enter into any agreement with respect to any of the foregoing; (j) It does other than to the extent required to comply with its obligations hereunder or required by applicable Law, not amend any of their Organizational Documents; (ik) acquireother than pursuant to the DJ Share Purchase Agreement, not acquire or agree to acquire by merging or consolidating with, 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, association or other business organization or division thereof or otherwise acquire or agree to acquire or in-license any assets or rights (other than the acquisition or in-license of assets used in the Business in the Ordinary Course of Business); (l) not transfer, assign, lease, sell, abandon, impose or permit the imposition of any Encumbrance on or otherwise dispose of, transferany of its assets, lease, license, mortgage, pledge tangible or encumber any fixed or other assetsintangible, other than in the Ordinary Course of Business; ; (iim) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; promissory note issued pursuant to the DJ Share Purchase Agreement, not (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (ivi) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) pursuant to any contract or other legal obligation of the Company as in effect as of the date hereof and/or described in Schedule 5.13 or Schedule 5.21(a), or (B) in the Ordinary Course of Business; or (vii) fail create, incur, assume or suffer to maintain insurance consistent with past practices exist any Indebtedness to Holdco, the Company or the Subsidiaries not in existence as of the date of this Agreement, except pursuant to the credit facilities and other arrangements of the Company in existence on the date hereof (but not in excess of amounts authorized for its business and propertyissuance thereunder as of the date hereof); (kn) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire except for any new officer-level employee; (m) Except as otherwise contemplated hereundercontract awards, it does not enter contract renewals, negotiations and amendments entered into any transaction or take any other action outside in the Ordinary Course of Business, not (i) in the case of Holdco, enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Contract, and in the case of the Company and any Subsidiary, enter into or become bound by, or permit any of the assets owned or used by them to become bound by, any Contract of the type that would have been required to be disclosed pursuant to Section 5.13 if such Contract had been entered into on the date hereof, or (ii) accelerate, modify, cancel or terminate, or waive any material right or remedy under, any Contract, lease or license to which Holdco, the Company or a Subsidiary is a party or by which any of their properties is bound; (o) not (i) amend, modify, extend, renew or terminate any Lease; (ii) assign, transfer or sublet its interest in any Leased Real Property; or (iii) enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (p) other than in the Ordinary Course of Business, as required by applicable Law or pursuant to any Contract or other legal obligation of the Company or any Subsidiary as in effect on the date hereof and described on Schedule 5.13 or Schedule 5.21(a), not (i) make any loan to, or enter into any other transaction with, any of its directors, officers or Employees on terms that would not have resulted from an arms-length transaction; (ii) grant or announce any stock or equity option, equity or incentive awards or the increase in salaries, bonuses or other compensation and benefits payable by Holdco, the Company or any Subsidiary to any of their employees, officers, directors, shareholders or other service providers; (iii) pay or agree to pay any pension, retirement allowance, termination or severance pay, bonus or other employee benefit not required by any existing Employee Benefit Plan to any Employee, officer, director, shareholder or other service provider of Holdco, the Company or any Subsidiary, whether past or present; (iii) adopt or make any commitment to adopt any new benefit or compensation plan, program, agreement or arrangement or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan; or (iv) enter into any employment Contract or modify the terms of any existing employment Contract or enter into or amend any consulting, bonus, severance, retention, retirement or similar agreement; (q) not engage in any practice, take any action, fail to take any action, or enter into any transaction as a result of which any change or event listed in Section 5.6 is likely to or does occur; (r) Holdco shall not engage in any business or undertake any activities; and (ns) It does not enter into commit or agree to do any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing.

Operation of Business. FDH The Vendors shall jointly and severally ensure that, except with the approval of the Purchaser, during the Pre-Closing Period: (a) It none of the Sale Shares are sold or otherwise transferred, or offered for sale, and thus no agreement or commitment is entered into (in writing or otherwise) to sell or otherwise transfer, any of the Sale Shares or any interest in or right relating thereto; (b) they do not permit offer, agree or commit (in writing or otherwise) to permit, any of the Sale Shares to become subject, directly or indirectly, to any Encumbrance; (c) the Company conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (bd) It the Company uses its commercially reasonable efforts endeavours to preserve intact its current business organizationorganisation, keep available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (ce) It the Company keeps in full force all insurance policies ; (f) the Company's officers confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser (g) the Company immediately notifies the Purchaser of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (h) the Company and its officers use their Best Efforts to cause the Company to operate profitably and to maximise its net income; (i) the Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockshares, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dj) It the Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (ek) It the Company does not amend its Articles of Incorporation, Bylaws or other Organizational Documentsconstitution, and does not effect or become a party to any recapitalizationAcquisition Transaction, recapitalisation, reclassification of shares, stock splitshare consolidation or division, reverse stock split capital reduction or share buy back or similar transaction; (fl) It the Company does not revalue form any subsidiary or acquire any equity interest or other interest in any other Entity; (m) the Company does not make any capital expenditure, except for capital expenditures that are made in the Ordinary Course of Business and that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, exceed A$10,000 in the aggregate; (n) the Company does not enter into or permit any of its assets, including, without limitation, writing down the value of inventory assets owned or writing off notes or accounts receivableused by the Company to become bound by any Contract, except as for any Excluded Contract; (o) the Company does not incur, assume or otherwise become subject to any Liability, except for current liabilities (of the type required under GAAP and to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business; (gp) It the Company does not establish or adopt any Employee Benefit Planemployee benefit plan, and does not pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; ; (hq) It the Company does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH Politicallyblack and the Selling Stockholders shall ensure that, during the Pre-Closing Period: (a) It Politicallyblack conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It Politicallyblack uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHPoliticallyblack; (c) It Politicallyblack keeps in full force all existing insurance policies; (d) Politicallyblack's officers confer regularly, upon request, with Netivation concerning operational matters and otherwise report regularly, upon request, to Netivation concerning the status of Politicallyblack's business, condition, assets, liabilities, operations, financial performance and prospects; (e) Politicallyblack immediately notifies Netivation of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) Politicallyblack does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock or other securities, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof;; AGREEMENT AND PLAN OF MERGER - 17 (dg) It Politicallyblack does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eh) It Politicallyblack does not amend its Articles articles of Incorporation, Bylaws incorporation or other Organizational Documentsbylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (fi) It Politicallyblack does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquires any equity interest or accounts receivableother interest in any other entity; (j) Politicallyblack does not make any capital expenditure, except as required under GAAP for capital expenditures that are made in the Ordinary Course of Business and that do not exceed $10,000; (k) Politicallyblack does not (i) lend money to any Person or (ii) incur, assume or otherwise become subject to any Liability, except for current liabilities incurred in the Ordinary Course of Business; (gl) It Politicallyblack does not establish or adopt any Employee Benefit Planemployee benefit plan, and does not nor pay or agree to pay any bonus or make nor makes any profit profit-sharing or similar payment to, or nor increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesemployees (except for regularly scheduled salary increases in the Ordinary Course of Business); (hm) It Politicallyblack does not change any of its methods of accounting or accounting practices in any respect; (in) It Politicallyblack does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than except in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (ko) It pays all debts and Taxes, files all Politicallyblack does not enter into any transaction or take any other action of its Tax Returns (as provided herein) and pays or performs all other obligations, when duethe type referred to in Section 2.9; (lp) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it Politicallyblack does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (nq) It Politicallyblack does not enter into any transaction or take any other action that is reasonably likely would to cause or constitute a Breach of any representation or warranty made by it Politicallyblack or the Selling Stockholders; and AGREEMENT AND PLAN OF MERGER - 18 (r) Politicallyblack does not agree, commit or offer (in writing or otherwise), or attempt, to take any of the actions described in clauses "(f)" through "(q)" of this AgreementSection 4.2.

Operation of Business. FDH The Seller shall, and shall ensure thatcause its Affiliates to, during conduct the Pre-Closing Period: (a) It conducts its operations Business only in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially use their reasonable best efforts to preserve intact its current business organizationthe Business and the Purchased Assets, keep available and not terminate the services of its current officers and employees the Business Employees and maintain its relations and goodwill satisfactory relationships with all licensors, suppliers, customersdistributors, landlords, creditors, licensors, licensees, employees clients and other Persons others having business relationships with FDH;the Business. Without limiting the generality of the foregoing, the Seller agrees that during the period commencing on the date hereof and ending on the Closing Date (or, for Section 5.9(c)(iv), Section 5.9(c)(v), Section 5.9(c)(vii) and Section 5.9(c)(viii), the Final Transfer Date) it shall not, and shall cause each of its Affiliates not to, effect any of the following (as each pertains to or is related to the Business, the Purchased Assets or the Assumed Liabilities) without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed): (ci) It does not declaresell, accruelease, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stocklicense, and does not repurchase, redeem remove or otherwise reacquire dispose of, or subject to any shares of its capital stock or Encumbrance (other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchasethan Permitted Encumbrances) any shares of capital stock the Purchased Assets, other than immaterial dispositions of obsolete, worn out or any other securities, except the issuance destroyed tangible assets that are sold or disposed of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eii) It does not amend its Articles acquire, purchase, license or lease (in each case, whether by merger, consolidation or in any other manner) any business or Person or any material assets or securities thereof which would constitute Purchased Assets or Assumed Liabilities, other than immaterial purchases of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and assets in the Ordinary Course of Business; (giii) It does not establish modify, amend, terminate, release, assign or adopt waive any Employee material rights or claims under, any Acquired Contract, or enter into any lease or sublease of real property involving any Leased Real Property; (iv) with respect to any Business Employee, adopt, enter into, terminate, amend or modify benefits or obligations under, any Benefit Plan, and does not pay other than (A) as required pursuant to Contracts in effect as of the date hereof or (B) acceleration of vesting of outstanding equity or equity-based awards held by such Business Employee; (v) grant any bonus or make any profit sharing or similar payment toincrease, or increase the amount of announce any increase, in the wages, salarysalaries, commissionscompensation, fringe benefits bonuses, incentives or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement pension of any Proceeding; (j) It does not (i) acquireBusiness Employee, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than except with respect to non-executive Business Employees in the Ordinary Course of Business; ; (iivi) incurcause or permit any employee of Seller who was not providing services primarily related to the Business to commence providing services primarily related to the Business, assume or prepay except to the extent that such services replace those of a Business Employee whose services have terminated; (vii) terminate the employment of any indebtedness, Indebtedness or obligation Business Employee or any other liabilities or issue any debt securitiesperson who was providing services primarily related to the Business, other than terminations for cause; (viii) transfer the employment or modify (or permit the transfer or modification of) the services of any Business Employee or other person who was providing services primarily related to the Business such that he or she ceases to provide services primarily related to the Business; (ix) settle or compromise or commit to settle or compromise any Proceeding that, individually or in the aggregate, would reasonably be expected to adversely affect the Purchased Assets or the Business; (x) fail to file any reports or take any steps necessary to comply with any Laws or to maintain, in good standing, any Seller Permits constituting Purchased Assets; (xi) with respect to any Assumed Liability, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness or fail to pay any creditor any amount owed to such creditor when due (except in such instances where the Seller reasonably disputes the debt or liability in whole or in part, in which case, the Seller shall notify Buyer in writing of the debt or liability and the Seller’s proposed response to same); (xii) originate In-Process Mortgage Loans in a manner inconsistent with the Seller’s Underwriting Guidelines; (xiii) price the In-Process Mortgage Loans in a manner inconsistent with Seller’s pricing guidelines as set forth on Schedule 5.9(c)(xiii) of the Seller Disclosure Schedules; (xiv) take any action which would materially and adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; or (xv) agree, whether in writing or otherwise, to take any actions with respect to the foregoing, except as expressly contemplated by this Agreement or the Ancillary Agreements. For avoidance of doubt, nothing in this Section 5.9(c) shall restrict or prohibit Seller from hiring loan officers in the Ordinary Course of Business; (iii) assume, guarantee, endorse for Business after the obligations date of any other person, other than in this Agreement and before the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementClosing.

Operation of Business. FDH The Seller shall ensure that, during the Pre-Closing Period: (a) It None of the Seller's stockholders, directly or indirectly, sells or otherwise transfers, any stock in the Seller or any interest in or right relating to any such stock; (b) the Seller conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (bc) It uses its commercially reasonable efforts to preserve the Seller (i) preserves intact its current business organization, keep (ii) keeps available and not terminate the services of its current officers and employees and maintain employees, (iii) maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthe Seller, and (iv) promptly repairs, restores or replaces any Assets that are destroyed or damaged; (cd) It the Seller keeps in full force all insurance policies identified in Part 2.23 of the Disclosure Schedule; (e) the officers of the Seller confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Seller's business, financial condition, Assets, liabilities, results of operations and prospects; (f) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (g) the Seller and its officers use their Best Efforts to cause the Seller to operate in accordance with the plan the Seller has submitted to the Purchaser, attached hereto as Exhibit G; (h) the Seller does not (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock or other securities, and does not or (ii) repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (di) It the Seller does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (j) the Seller does not effect or become a party to any Acquisition Transaction; (k) the Seller does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (l) the Seller does not make any capital expenditure, except for capital expenditures that are made in the issuance Ordinary Course of shares Business and that, when added to all other capital expenditures made on behalf of FDH pursuant the Seller during the Pre-Closing Period, do not exceed $50,000 in the aggregate; (m) the Seller does not enter into or permit any of its Assets to option grants become bound by any Contract; (n) the Seller does not incur, assume or otherwise become subject to employees made under any material Liability, except for current liabilities (of the option plan 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; (eo) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It Seller does not establish or adopt any Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers officers, employees or employeesindependent contractors; (hp) It the Seller does not change any of its methods of accounting or accounting practices in any respect; (iq) It the Seller does not commence or take any action or fail to take any action which would result in the commencement of settle any Proceeding; (jr) It the Seller does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge enter into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or take any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySection 2.5; (ks) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it the Seller does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (nt) It the Seller does not enter into any transaction or take any other action that likely would might cause or constitute a Breach breach of any representation or warranty made by it the Seller in this AgreementAgreement or in the Seller's Closing Certificate; and (u) the Seller does not agree, commit or offer (in writing or otherwise) to take any of the actions described in clauses "(i)" through "(u)" of this Section 4.2.

Operation of Business. FDH shall ensure that, The Purchaser agrees that during the Pre-period commencing from the Closing through the end of the 2025 Earnout Year (the “Earnout Period: (a”) It conducts it will not and will not permit the Company and its operations in Subsidiaries to take any action that does not have a legitimate business purpose, and will not and will not permit the Ordinary Course Company to burden the Company and its Subsidiaries with any unnecessary expenses that would reasonably be expected to reduce Gross Revenues of Business the Company and in its Subsidiaries. In furtherance therewith, the same manner as such operations have been conducted prior Purchaser agrees to provide to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount Seller Representative quarterly financial statements of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of Company and its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect;Subsidiaries and further agrees that: (i) It does not commence or take the Company and its Subsidiaries shall be operated as a separate entity from the Purchaser and any action or fail to take any action which would result in of its Affiliates (other than the commencement of any ProceedingCompany) at all times during the Earnout Period, with separate accounting records prepared by Purchaser; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incurThe Purchaser shall not cause the Company to, assume or prepay any indebtednessand the Company and its Subsidiaries shall not, Indebtedness or obligation transfer their businesses, or any other liabilities portion thereof, to Purchaser or issue any debt securities, other than in the Ordinary Course of Business; its Affiliates; (iii) assumePurchaser shall cause the Company to, guaranteeand the Company and its Subsidiaries shall, endorse continue to offer for sale the obligations of any other person, other than in Company’s and its Subsidiaries’ goods and services that were sold immediately prior to the Ordinary Course of Business; Closing; (iv) make If, during the Earnout Period a Company Sale is consummated, then, all previously unearned Earnout Shares shall be deemed earned and no later than the closing date of such transaction, Purchaser shall issue any loanspreviously unissued Earnout Shares to the Company Stockholders. For purposes hereof: a Company Sale” means any transaction or series of transactions pursuant to which any Person(s), advances individually or capital contributions tocollectively, acquires, directly or investments inindirectly: (A) 50% or more of the outstanding equity or voting securities of the Purchaser, any other Personthe Company or a material Subsidiary (whether by merger, other than in the Ordinary Course of Businessconsolidation, reorganization, recapitalization, combination, sale, transfer or otherwise); or (vB) fail to maintain insurance consistent with past practices for its business and property; a material portion of the Company’s assets (k) It pays all debts and Taxes, files all other than assets sold in the ordinary course of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementCompany’s business).

Operation of Business. FDH Each of GALAXY VIEW INTERNATIONAL LTD and SONO shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHGALAXY VIEW INTERNATIONAL LTD or SUNO; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH GALAXY VIEW INTERNATIONAL LTD or SONO Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH GALAXY VIEW INTERNATIONAL LTD or SONO Common Stock pursuant to option grants to employees made under the option plan Option Plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jk) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kl) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (lm) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (mo) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nq) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure thatProFitness will not cause or engage in any practice, during the Pre-Closing Period: (a) It conducts its operations in take any action, or enter into any transaction outside the Ordinary Course of Business consistent with past practices. Without limiting the generality of the foregoing, unless each of the following items is disclosed in writing by ProFitness to I-trax and approved in writing by I-trax (which approval I-trax will not unreasonably withhold), and except in connection with the same manner as such operations have been conducted prior to consummation of the date transactions contemplated hereby or the terms of this Agreement: (i) ProFitness will not authorize or effect any change in its organizational documents; (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and ProFitness will not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay issue any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock ProFitness Interests or other securitiesequity interests, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any options, warrants, options or other rights to purchasepurchase or obtain any of its equity securities or issue, sell, or otherwise dispose of any of its equity securities; (iii) ProFitness will not sell, transfer, or otherwise dispose of any shares of capital stock its assets, other than in the ordinary course of business consistent with past practices; (iv) ProFitness will not accelerate the collection of its accounts receivable or delay the payment of any account payable or other securities, except the issuance liabilities outside of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (ev) It does not amend ProFitness will maintain its Articles level of Incorporation, Bylaws or other Organizational Documents, and does not effect or become Working Capital in a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP manner consistent with past practices and in the Ordinary Course of Business; (gvi) It does ProFitness will not establish or adopt issue any Employee Benefit Plannote, and does not pay any bonus or make any profit sharing or similar payment tobond, or increase the amount other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money, except that prior to Closing, ProFitness may enter into a lease of the wagesequipment, salarylessor to be determined, commissionsproviding for a total purchase price (exclusive of interest) of approximately $136,000, fringe benefits or other compensation or remuneration payable to, any in connection with its performance of its directors, officers or employeesa contract with ING; (hvii) It does ProFitness will not change permit any of insurance policy covering its methods of accounting assets or accounting practices in any respect;business to be cancelled or terminated; and (iviii) It does ProFitness will not commence enter into or take amend any action employment, consulting or fail to take severance or similar arrangements with any action Person in a manner which would result will remain in effect following the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assetsClosing, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance Business consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementpractices.

Operation of Business. FDH Each of the Shareholders and TGD shall ensure that, during the Pre-Closing Period: (a) It TGD conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It TGD uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHTGD; (c) It TGD does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It TGD does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It TGD does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It TGD does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It TGD does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It TGD does not change any of its methods of accounting or accounting practices in any respect; (i) It TGD does not make any Tax election; (j) TGD does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jk) It TGD does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kl) It TGD pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (lm) It TGD does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) TGD does not hire any new officer-level employee; (mo) TGD does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it TGD does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nq) It TGD does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure thatExcept as contemplated by this Agreement, during the Pre-Closing Period: period from the date of this Agreement to the Closing, the Company shall (aand shall cause each Subsidiary to) It conducts conduct its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior compliance with all applicable laws and regulations and, to the date of this Agreement; (b) It uses extent consistent therewith, use its commercially reasonable efforts Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available and not terminate the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except with the prior written consent of the Buyer, the Company shall, and it shall cause each of its Subsidiaries to: (a) maintain its relations corporate existence, pay its debts and goodwill taxes when due, pay or perform other obligations when due, and carry on its business in the Ordinary Course of Business and in accordance with the provisions of this Agreement and in compliance with all Laws, Permits and Contracts; (b) use its Reasonable Best Efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present employees and preserve its relationships with customers, suppliers, customers, landlords, creditorsdistributors, licensors, licensees, employees and other Persons others having business relationships dealings with FDHit, to the end that its goodwill and ongoing business be substantially unimpaired on the Closing Date; provided that the Company is not authorized to, and shall not, make any commitments to any of the foregoing persons on behalf of the Buyer; (c) It does not declaremaintain its facilities and assets in the same state of repair, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, order and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at conditions as they are on the date hereof, reasonable wear and tear excepted; (d) It does maintain its books and records in accordance with past practice, and to use its reasonable best efforts to maintain in full force and effect all Permits and Policies; (e) promptly notify the Buyer of any event or occurrence not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue will provide the Buyer with a list of actions that must be taken by the Company or any of its assetsSubsidiaries within sixty (60) calendar days immediately following the Closing Date for the purposes of obtaining, includingmaintaining, without limitationperfecting, writing down the value of inventory preserving or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business;renewing any Company Intellectual Property; and (g) It does not establish or adopt any Employee Benefit Planuse its Reasonable Best Efforts to conduct its business in such a manner that on the Closing Date the representations and warranties of the Company contained in this Agreement shall be true and correct, as though such representations and warranties were made on and as of such date, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount Company shall use its Reasonable Best Efforts to cause all of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail conditions to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in Buyer and the Ordinary Course of Business; or (v) fail Buyer Subsidiary under this Agreement to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside be satisfied by the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementClosing Date.

Operation of Business. FDH shall ensure thatExcept as contemplated by this Agreement, or as set forth on Schedule 4.3 attached hereto, during the Pre-period from the date of this Agreement until the Closing Period:Date, PKI shall, and shall cause PKI France, PKI Singapore and PKI Indonesia to, use commercially reasonable efforts to conduct the operations of the Business in the ordinary course. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, or as described on Schedule 4.3, none of the Sellers (with respect to the Business) or PKI Indonesia shall, without the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) It conducts its operations sell, assign or transfer any portion of the Acquired Assets or any assets of PKI Indonesia, in each case that is material to the Business, other than in the Ordinary Course ordinary course of Business and in the same manner as such operations have been conducted prior to the date of this Agreementbusiness; (b) It uses its commercially reasonable efforts waive any rights of material value to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHBusiness; (c) It does not declareissue, accrue, set aside sell or pay transfer any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock Stock or other equity securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell securities convertible into Stock or otherwise issue (other equity securities or grant any warrants, options or other rights to purchaseacquire Stock or other equity securities of PKI Indonesia; (d) declare or pay any shares dividends or make any distributions on Stock or other equity securities of capital stock or any other securitiesPKI Indonesia, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan for dividends, distributions or redemptions paid solely in the Ordinary Course of Businesscash, cash equivalents and/or other short term liquid investments; (e) It does not amend its Articles of Incorporationexcept as required by law, Bylaws grant any rights to severance benefits, “stay pay” or termination pay to any director, officer or other Organizational Documents, and does not effect employee of the Business or become a party increase benefits payable or potentially payable to any recapitalizationsuch director, reclassification officer or other employee of sharesthe Business under any previously existing (but not under any newly created) severance benefits, stock split“stay-pay” or termination pay arrangements (in each case, reverse stock split other than grants or similar transactionincreases that are substantially consistent with the past practice of the Business or grants or increases for which neither the Business nor the Buyer will be obligated following the Closing); (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course ordinary course of business or in accordance with the Business’ capital expenditure budget attached to Section 2.7(f) of the Disclosure Schedule, make any capital expenditures or commitments therefor with respect to the Business in an amount in excess of $50,000 in the aggregate; (g) It does acquire any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise), other than acquisitions that have not establish or adopt any Employee Benefit Plan, and does will not pay any bonus or make any profit sharing or similar payment to, or increase become integrated into the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesBusiness; (h) It does not change except in the ordinary course of business, enter into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer or other employee of its methods the Business whose annual base salary exceeds $100,000, other than (i) employment agreements for which neither the Business nor the Buyer will be obligated following the Closing and (ii) agreements that can be terminated on 60 or fewer days’ notice without payment by PKI Indonesia or Asset Seller of accounting any penalty, liquidated damages or accounting practices in any respectother similar payment; (i) It does not commence or take amend in any action or fail to take any action which would result in material respect the commencement terms of any Proceedingexisting Business Benefit Plan (as defined in Section 2.16(a)), except (i) as required by law or (ii) in a manner substantially consistent with the past practices of the Business; (j) It does not (i) acquirematerially change the accounting principles, dispose ofmethods or practices of the Business, transfer, lease, license, mortgage, pledge except in each case to conform to changes in U.S. GAAP or encumber any fixed or other assets, other than in the Ordinary Course of Businessapplicable local generally accepted accounting principles; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;or (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction agreement or take commitment with respect to any of the matters referred to in paragraphs (a) through (j) of this Section 4.3. Notwithstanding anything to the contrary in this Section 4.3, Buyer agrees that prior to the Closing, PKI Indonesia shall be permitted to use any and all cash, cash equivalents and short-term liquid investments to pay dividends or distributions, repay loans or make other action outside the Ordinary Course of Business; and (n) It does payments to its stockholders, which dividends, distributions, repayments or other payments shall not enter into any transaction or take any other action that likely would cause or constitute be a Breach breach of any representation representation, warranty, covenant or warranty made by it other agreement of PKI contained in this Agreement.

Operation of Business. FDH During the Pre-Closing Period, the Seller will carry on the Acquired Business in the ordinary course of business consistent with the manner in which the Acquired Business has previously been conducted, pay its debts and Taxes when due and pay and perform its other obligations when due, and, to the extent consistent with the Acquired Business, use commercially reasonable best efforts consistent with past practice and policies to preserve intact the present business of the Seller, preserve its relationships with customers, suppliers, licensors, licensees, and others having business dealings with the Seller, and keep available the services of its present officers and key employees; provided, however, that in no event shall ensure thatthe foregoing be construed as obligating the Seller to pay retention bonuses or similar compensation to any officers or employees, other than pursuant to Seller’s agreements with its employees as of the date of this Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as otherwise approved in writing by the Buyer: (ai) It the Seller conducts its operations exclusively in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and the Seller will not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside incur or pay assume any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in material liability outside the Ordinary Course of Business; (eiii) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does Seller will not establish or adopt any Employee Benefit Planplan, and does not program, practice, contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, bonus, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind or pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers officers, employees or employees;independent contractors; and (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does Seller will not enter into any transaction or take any other action outside of the Ordinary Course of Business; and (ntype referred to in Section 5(l) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementhereof.

Operation of Business. FDH The Seller shall ensure that, during the Pre-Closing Period, without the consent of the Purchaser or the Purchaser Sub: (a) It the Seller conducts its business operations exclusively in the Ordinary Course of Business and Business, in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve the Seller (i) preserves intact its current business organization, keep (ii) keeps available and not terminate the services of its current officers and employees and maintain employees, and, (iii) maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthe Seller, and (iv) promptly repairs, restores or replaces any assets that are destroyed or damaged; (c) It the Seller keeps in full force all insurance policies; (d) the officers of the Seller confer regularly and daily with a representative designated by Purchaser concerning operational matters and otherwise report daily to the such representative concerning the status of the Seller’s business, condition, assets, liabilities, operations, financial performance and prospects; (e) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) the Seller and its officers use their Best Efforts to cause the Seller to maximize revenue and minimize losses; (g) the Seller does not (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock or other securities, and does not or (ii) repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dh) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and Seller does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionAcquisition Transaction; (fi) It the Seller does not revalue form any subsidiary or acquire any equity interest or other interest in any other Entity; (j) the Seller does not make any capital expenditure; (k) the Seller does not enter into or permit any of its assetsassets to become bound by any Contract, includingor amend, without limitationmodify, writing down the value terminate or effect any waiver of inventory or writing off notes or accounts receivable, except as required any right under GAAP and in the Ordinary Course of Businessany Contract; (gl) It the Seller does not incur, assume or otherwise become subject to any Liability, without the Purchaser Sub's prior approval; (m) the Seller does not hire any employee, terminate the employment of any employee, establish or adopt any Seller Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers officers, employees or employeesindependent contractors; (hn) It the Seller does not make any payment in respect of any account payable or make any deposit or prepayment of any expense or pay any amount to any creditor without Purchaser’s prior approval; (o) the Seller does not change any of its methods of accounting or accounting practices in any respect; (ip) It the Seller does not make any claim against any insurance policy, without Purchaser Sub or Purchaser's prior approval; (q) the Seller does not cause or permit any Asset to become subject to any Encumbrance; (r) the Seller notifies Purchaser promptly upon receipt of any payment of any account receivable, or of any deposit or prepayment received from any customer of Seller; (s) the Seller does not sell, option, transfer or otherwise dispose of any Asset; (t) the Seller does not commence or take any action or fail to take any action which would result in the commencement of settle any Proceeding; (ju) It the Seller does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge enter into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or take any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or Section 2.4; (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it the Seller does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (nw) It the Seller does not enter into any transaction or take any other action that likely would might cause or constitute constitute, without the consent of the Purchaser, a Breach of any representation or warranty made by it the Seller in this AgreementAgreement if (A) such representation or warranty had been made as of the time of such transaction, or action, (B) such transaction had been entered into or such action had been occurred, on or prior to the date of this Agreement or (C) such representation or warranty had been made as of the Closing Time; (x) the Seller does not agree, commit or offer (in writing or otherwise) to take any of the actions described in clauses ”(i)” through “(u)” of this Section 4.2.

Operation of Business. FDH The Seller shall ensure that, except as otherwise expressly contemplated by the Transactional Agreements, during the Pre-Closing Period: (a) It conducts its the Seller Corporations conduct their respective businesses and operations in the Ordinary Course of Business accordance with prudent practices and in compliance with all applicable Legal Requirements and the same manner requirements of all Seller Contracts, and except as such operations have been conducted prior expressly contemplated by this Agreement, they (i) preserve intact the current business organization relating to the date of this Agreement; Specified Assets and the Graphics Business, (bii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its the current officers and employees relating to the Specified Assets and the Graphics Business, (iii) maintain its good relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthem relating to the Specified Assets and the Graphics Business, and (iv) promptly repair, restore or replace any Specified Assets that are destroyed or damaged; (b) the Seller shall use its best efforts to (i) develop a Plan of Dissolution, (ii) comply in all respects with, and carry out in accordance with its terms, the Plan of Dissolution, (iii) not take any action prohibited by the Plan of Dissolution or omit to take any action required to be taken by the Plan of Dissolution, and (iv) obtain the approval of the shareholders of the Seller with respect to the Plan of Dissolution; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution the Seller keeps in respect full force all insurance policies identified in Part 2.21 of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofDisclosure Schedule; (d) It does the officers of the Seller confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Seller's business, condition, assets, liabilities, operations, financial performance and prospects; (e) the Purchaser is notified within forty-eight hours of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) the Seller Corporations do not sell effect or otherwise issue become a party to any Acquisition Transaction; (g) the Seller Corporations do not form any subsidiary or grant acquire any warrants, options equity interest or other rights to purchase) any shares of capital stock or interest in any other securities, except Entity; (h) the issuance Seller Corporations do not make any capital expenditure; (i) the Seller Corporations do not enter into or permit any of shares of FDH pursuant the Specified Assets or the Graphics Business to option grants to employees made under the option plan become bound by any Contract other than in the Ordinary Course of Business; (ej) It does the Seller Corporations do not amend its Articles of Incorporationincur, Bylaws assume or other Organizational Documents, and does not effect or otherwise become a party subject to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivableLiability, except as for current liabilities (of the type required under GAAP and to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of BusinessBusiness (taking into account the wind-up and dissolution of the Seller); (gk) It does the Seller Corporations do not establish or adopt any Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its their directors, officers officers, employees or employeesindependent contractors; (hl) It does the Seller Corporations do not change any of its their methods of accounting or accounting practices in any respect; (im) It does except for the stay of the Seller Pending Litigation and the Parent Pending Litigation pursuant to the Stay Order, the Seller Corporations do not commence or take any action or fail to take any action which would result in the commencement of settle any Proceeding; (jn) It does the Seller Corporations do not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge enter into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or take any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySection 2.4; (ko) It pays all debts and Taxesexcept as expressly contemplated by the Plan of Dissolution, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does the Seller Corporations do not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (np) It does the Seller Corporations pay in full all indebtedness, liabilities, obligations and other amounts when due; (q) none of the Seller Corporations shall (i) make a general assignment for the benefit of creditors, (ii) file, or consent to the filing against it, any bankruptcy or insolvency petition or similar filing, (iii) suffer the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admit in writing its inability to pay its debts as they become due, (v) become convicted of, or plead guilty or no contest to, any felony, (vi) take or become the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements, or (vii) except as contemplated by the Plan of Dissolution, voluntarily wind up and dissolve; (r) the Seller Corporations do not directly or indirectly assign, transfer, sell or convey to any third party, or otherwise dispose of, any graphics chips described in the Disclosure Schedule or otherwise owned by any of the Seller Corporations on the date of this Agreement (including by combining any such graphics chips with any other materials or inventory of the Seller Corporations or by installing any such graphics chips on any board), and the Seller takes reasonable and responsible security measures to safeguard the entire inventory of the Seller's graphics chips; (s) the Seller Corporations do not enter into any transaction or take any other action that likely would cause causes or constitute constitutes a Breach of any representation representation, warranty or warranty covenant made by it the Seller in this AgreementAgreement or in the Seller Closing Certificate; and (t) the Seller Corporations do not agree, commit or offer (in writing or otherwise) to take any of the actions described in clauses "(i)" through "(s)" of this Section 4.2.

Operation of Business. FDH The Company covenants and agrees that during the Pre-Closing Period, unless Parent shall otherwise agree in writing (such agreement not to be unreasonably withheld) or as otherwise contemplated by this Agreement, the Company shall take such actions necessary to ensure thatthat (i) the business of the Company is conducted in the Ordinary Course of Business in all material respects, and (ii) the Company shall use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and key employees and to preserve, in all material respects, its current relationships with customers, suppliers and other persons with which it has business dealings consistent with past practice. Without limiting the generality of the foregoing, during the Pre-Closing Period, unless Parent shall otherwise agree in writing (such agreement not to be unreasonably withheld) or as otherwise contemplated by this Agreement, the Company shall: (a) It conducts its operations keep in full force all insurance policies identified in Part 2.24 of the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this AgreementDisclosure Schedule; (b) It uses cause its commercially reasonable efforts officers to preserve intact its current business organizationconfer regularly with Parent concerning operational matters and otherwise report regularly to Parent concerning the status of the Business and the condition, keep available assets, liabilities, operations, financial performance and not terminate prospects of the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHCompany; (c) It does immediately notify Parent of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (d) use commercially reasonable efforts as determined by the Company to maximize revenue and limit net losses; (e) not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock other than dividends accruing pursuant to the Company Charter, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock Company Stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (df) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eg) It does not amend its Articles of Incorporation, Bylaws the Company Charter or other Organizational Documents, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of sharesstock, stock split, reverse stock split or similar transaction; (fh) It does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivableother interest in any other Entity; (i) not make any capital expenditure, except as required under GAAP and for capital expenditures that are made in the Ordinary Course of BusinessBusiness and that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $10,000 in the aggregate; (gj) It does not become bound by any Contract which, if entered into prior to the date hereof would be a Material Contract; (k) not establish or adopt any Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, other than wage and salary increases in the Ordinary Course of Business; (hl) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereundernot make or change any material Tax election, it does not file any amended Tax Return, enter into any transaction closing agreement, settle any material claim or take assessment in respect of Taxes, or consent to any other action outside extension or waiver of the Ordinary Course limitation period applicable to any claim or assessment in respect of BusinessTaxes; andor (n) It does not enter into commence any transaction Proceeding; or (o) not agree, commit or offer (in writing or otherwise), or attempt to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in clauses “(e)” through “(o)” of this AgreementSection 4.2.

Operation of Business. FDH Each of the Shareholders and FTZ shall ensure that, during the Pre-Closing Period: (a) It FTZ conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It FTZ uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHFTZ; (c) It FTZ does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It FTZ does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (e) It FTZ does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It FTZ does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It FTZ does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It FTZ does not change any of its methods of accounting or accounting practices in any respect; (i) It FTZ does not make any Tax election; (j) FTZ does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jk) It FTZ does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kl) It FTZ pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (lm) It FTZ does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) FTZ does not hire any new officer-level employee; (mo) FTZ does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it FTZ does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nq) It FTZ does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH Each of SYCI and the Shareholders shall ensure that, during the Pre-Closing Period: (a) It SYCI conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It SYCI uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHSYCI; (c) It SYCI does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH SYCI Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It SYCI does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH SYCI Common Stock pursuant to option grants to employees made under the option plan Option Plan in the Ordinary Course of Business; (e) It SYCI does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It SYCI does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It SYCI does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It SYCI does not change any of its methods of accounting or accounting practices in any respect; (i) It SYCI does not make any Tax election; (j) SYCI does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jk) It SYCI does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kl) It SYCI pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (lm) It SYCI does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) SYCI does not hire any new officer-level employee; (mo) SYCI does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it SYCI does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nq) It SYCI does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to Between the date of this AgreementAgreement and the Closing, the Company and Shareholder shall: (i) preserve intact and continue to manage and day-to-day operate the Business substantially in conformity with the manner in which it has heretofore been operated by Company; (ii) preserve the Company's existing relationships with customers, affiliates, suppliers, consultants, employees and any other persons having business relations with it; (iii) preserve and protect all of the Purchased Assets in good repair and condition, normal wear and tear excepted, and maintain the insurance policies covering the Business and the Purchased Assets in full force and effect; (iv) maintain the Company's books of account and records in the usual and ordinary manner, and in conformity with its past practices; and (v) pay its Taxes when due and to pay its debts or perform its other obligations consistent with recent past practices. (b) It uses Between the date of this Agreement and the Closing, the Company shall conduct its commercially business, in a reasonable efforts to preserve intact its current and prudent manner, in the ordinary course of business organizationconsistent with past practices and, keep available by way of amplification and not terminate limitation, the services Company shall not, without the prior written consent of Buyer: (i) amend its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHArticles of Incorporation or Bylaws; (cii) It does not declaregrant any increase in the compensation payable, accrueor to become payable, set aside or pay any dividend or by the Company to employees of the Business, make any other distribution in respect bonus payment to any of the employees of the Business or enter into any shares of its capital stockinsurance, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock pension or other securitiesbenefit plan, except payment or arrangement for or with respect to any of the repurchase employees of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eiii) It does not amend its Articles borrow or agree to borrow any funds, incur any indebtedness, or directly or indirectly guarantee or agree to guarantee the obligations of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transactionothers; (fiv) It does not revalue make any capital expenditure or enter into any agreement, contract, lease or commitment relating to the Business or the Purchased Assets (other than materials and supplies acquired in the ordinary course of business); (v) place or allow to be placed on any of the Purchased Assets any Lien other than Liens arising by operation of law in the ordinary course of business consistent with past practices or other minor Liens which do not in the aggregate detract from the value of such assets or properties in any material amount; (vi) cancel, discount or otherwise compromise any indebtedness owing to it or any claims which it may possess or waive any rights of value, in each case which are included in the Purchased Assets except in the ordinary course of business consistent with its past practices; (vii) sell, assign, license or transfer any Company Intellectual Property Rights; (viii) sell or otherwise dispose of any interest in real property or personal property comprising the Purchased Assets, except in the ordinary course of business consistent with its past practices; (ix) commit any act or omit to do any act which will cause a breach of any Assigned Contract; (x) violate any law, statute, rule, governmental regulation or order of any court or governmental or regulatory authority (whether federal, state or local) in any material way; (xi) engage in any activity or transaction or incur any obligation (by conduct or otherwise) which will have a material adverse effect on the Business, the Purchased Assets or the Assumed Liabilities; (xii) make any loan, advance, or distribution or payment of any type to its shareholders, or any of its assets, including, without limitation, writing down the value of inventory officers or writing off notes or accounts receivabledirectors, except as required under GAAP and in the Ordinary Course for payment of Businesssalaries; (gxiii) It does not establish increase any reserves for doubtful or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment touncollectible accounts receivable without the consent of Buyer; or (xiv) take, or increase the amount of the wages, salary, commissions, fringe benefits agree in writing or other compensation or remuneration payable tootherwise to take, any of its directorsthe actions described in Section 6.2(b)(i) through (xiv) above, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action (or fail to take any action which would result in the commencement of any Proceeding; (jaction) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the Company or Shareholder herein to be untrue in this Agreementany material respect, or that would prevent the Company or Shareholder from performing any requirements or covenants of the Company or Shareholder contained herein.

Operation of Business. FDH The Company and the Controlling Shareholders shall ensure that, that during the Pre-Closing Period: (a) It The Company conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve The Company preserves intact its current business organization, keep keeps available and not terminate the services of its current officers and employees and maintain maintains its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHthe Company; (c) It The Company keeps in full force all insurance policies identified in Schedule 4.21; (d) The Company's officers confer regularly with the Purchaser concerning operational matters and otherwise report regularly to the Purchaser concerning the status of the Company's business, condition, assets, liabilities, operations, financial performance and prospects; (e) The Company immediately notifies the Purchaser of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) The Company does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of in its capital stockcapital, and does not repurchase, redeem or otherwise reacquire any such shares of its capital stock or other securities, securities (except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereofas expressly contemplated by this Agreement); (dg) It The Company does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eh) It The Company does not amend its Articles articles of Incorporation, Bylaws incorporation or other Organizational Documentsbylaws, and does not effect or become a party to any recapitalizationAcquisition Transaction, reclassification of shares, stock share split, reverse stock share split or similar transaction; (fi) It The Company does not revalue form any subsidiary or acquire any equity interest or other interest in any other Entity; (j) The Company does not make any capital expenditure, except for capital expenditures that are made in the Ordinary Course of Business and that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed CDN$25,000 in the aggregate; (k) The Company does not enter into or permit any of its assetsthe assets owned or used by the Company to become subject to any Lien; (l) The Company does not incur, including, without limitation, writing down the value of inventory assume or writing off notes or accounts receivableotherwise become subject to any Liability, except as for current liabilities (of the type required under GAAP and to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business; (gm) It The Company does not establish or adopt any Employee Benefit Planemployee benefit plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (hn) It The Company does not change any of its methods of accounting or accounting practices in any respect; (io) It The Company does not make any Tax election; (p) The Company does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jq) It The Company does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge enter into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or take any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySection 4.23; (kr) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it The Company does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (ns) It The Company does not enter into any transaction or take any other action that likely would might cause or constitute a Breach of any representation or warranty made by it the Company or any of the Selling Shareholders in this AgreementAgreement any of the Non-Controlling Shareholder Letters of Transmittal or in any other Transaction Document; and (t) The Company does not agree, commit or offer (in writing or otherwise), and does not attempt, to take any of the actions described in clauses (g) through (t) of this Section 6.02.

Operation of Business. FDH Each of HSET shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHHSET; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH HSET Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH HSET Common Stock pursuant to option grants to employees made under the option plan Option Plan in the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquire any equity interest or accounts receivable, except as required under GAAP and other interest in the Ordinary Course of Businessany other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (jk) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (kl) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (lm) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (mo) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (nq) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH Without the prior written consent of the IP Purchaser, the Seller shall ensure that, during the Pre-Closing Period: (a) It conducts its the Seller’s shareholders do not directly or indirectly sell or otherwise transfer, or agree, commit or offer (in writing or otherwise) to sell or otherwise transfer, any share or stock in the Seller or any interest in or right relating to any such share or stock; (b) the Seller and the Subsidiaries conduct their operations exclusively in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (bc) It uses the Seller and the Subsidiaries shall use its commercially reasonable efforts Best Efforts to (i) preserve intact its their current business organizationorganizations, (ii) keep available and not terminate the services of its their current officers and employees and employees, (iii) maintain its their relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with FDHthe Seller or any Subsidiary, and (iv) promptly repair, restore or replace any tangible assets that are destroyed or damaged (excluding ordinary wear and tear); (cd) It does not declarethe officers of the Seller and the Subsidiaries confer regularly with the IP Purchaser concerning operational matters and otherwise report regularly to the IP Purchaser concerning the status of the Seller’s and each subsidiary’s businesses, accruecondition, set assets, liabilities, operations, financial performance and prospects; (e) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) neither the Seller nor any Subsidiary (i) declares, accrues, sets aside or pay pays any dividend or make makes any other distribution in respect of any shares of its share capital stockor other securities or (ii) repurchases, and does not repurchase, redeem redeems or otherwise reacquire reacquires any shares of its share capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dg) It neither the Seller nor any Subsidiary settles or pays any liability other than in the Ordinary Course of Business consistent with past practice, unless required or contemplated pursuant to the terms of this Agreement; (h) the Seller does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of share capital stock or any other securities, except other than the issuance of shares of FDH pursuant the Seller as disclosed in Part 2.3 of the Disclosure Schedule; (i) neither the Seller nor Celestial China effects or becomes a party to option grants any Acquisition Transaction other than as contemplated by the Transactions; (j) neither the Seller nor any Subsidiary forms any subsidiary or acquires any equity interest or other interest in any other Entity; (k) neither the Seller nor any Subsidiary makes any capital expenditure, except for capital expenditures that are made in the Ordinary Course of Business and that, when added to employees all other capital expenditures made under on behalf of the option plan Seller and the Subsidiaries during the Pre-Closing Period, do not exceed US$50,000 in the aggregate; (l) the Seller does not enter into or permit any of its assets to become bound by any Contract or subject to any Encumbrance other than Permitted Encumbrances; (m) the Seller does not incur, assume or otherwise become subject to any Liability, except for current liabilities (of the type required to be reflected in the “liabilities” column of a balance sheet prepared on a basis consistent with the Signing Financial Statements) incurred in the Ordinary Course of Business; (en) It does not amend its Articles of Incorporationneither the Seller nor any Subsidiary hires any employee, Bylaws establishes or other Organizational Documents, and does not effect or become a party to adopts any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any new Seller Employee Benefit Plan, and does not pay or pays any bonus or make makes any profit profit-sharing or similar payment to, or increase increases the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its employees, directors, officers or employeesindependent contractors, except those incurred in the Ordinary Course of Business and consistent with its past practice; (ho) It the Seller does not change any of its methods of accounting or accounting practices in any respect; (ip) It does not commence neither the Seller nor any Subsidiary commences or take any action or fail to take any action which would result in the commencement of settle any Proceeding; (jq) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge neither the Seller nor any Subsidiary enters into any transaction or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or takes any other liabilities or issue any debt securities, other than action of the type referred to in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and propertySection 2.5; (kr) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire neither the Seller nor any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter Subsidiary enters into any transaction or take any other action outside the Ordinary Course of Business; and, unless required or contemplated pursuant to the terms of this Agreement; (ns) It does not enter neither the Seller nor any Subsidiary enters into any transaction or take takes any other action that likely would might cause or constitute a Breach of any representation or warranty made by it the Seller in this AgreementAgreement if (A) such representation or warranty had been made as of the time of such transaction or action, (B) such transaction had been entered into, or such action had occurred, on or prior to the date of this Agreement or (C) such representation or warranty had been made as of the Scheduled Closing Time; (t) the Seller does not dispose or sell any inventory without the consent of the IP Purchaser, which consent shall not be unreasonably withheld or delayed by the IP Purchaser and which consent can be delivered by the IP Purchaser to the Seller in the form of an e-mail; (u) neither the Seller nor any Subsidiary agrees, commits or offers (in writing or otherwise) to take any of the actions described in clauses “(i)” through “(u)” of this Section 4.2; and (v) the Seller files all Tax Returns when due and timely pays all Taxes and refrains from taking any action that would result in the imposition of a lien for Taxes on any of the Assets.

Operation of Business. FDH shall ensure thatFrom the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, during the Pre-Closing Period: (a) It conducts its operations Sellers will, and will cause the Seller Companies and the Cogen Company to, operate the Assets and the Business in the Ordinary Course of Business (including with respect to activities under the Refinery Consent Decrees and Orders, maintenance and turnarounds of Assets, the purchase of Refinery inputs and feedstocks and management of Non-Hydrocarbon Inventories) and will progress the capital projects described in Schedule 8.5(a) substantially at the pace and in the same manner as such operations that similar capital projects have been conducted prior to by the Seller Companies over the twelve (12) month period preceding the date of this Agreement; , including (a) preserving the present business operations, (b) It uses its commercially reasonable efforts to preserve intact its current preserving the present business organization, keep available organization and not terminate (c) preserving the services of its current officers and employees and maintain its relations and goodwill present business relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships dealings with FDH; (c) It does not declarethe Seller Companies or the Cogen Company in connection with the Assets and the Business, accrueexcept for such actions as the Seller Companies may undertake to separate the Assets and the Business from the Seller Companies and their Affiliates so as to transition and prepare the Assets and the Business for acquisition by the Buyer and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Without limiting the generality of the foregoing, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockthe Sellers will not, and does will cause the Seller Companies and the Cogen Company to not, without the prior written consent of the Buyer (which consent shall not repurchasebe unreasonably withheld, redeem delayed or conditioned) or except for such actions as may be undertaken to separate the Assets and the Business from the Seller Companies and their Affiliates and otherwise reacquire any shares of its capital stock transition and prepare the Assets and the Business for acquisition by the Buyer and to consummate the transactions contemplated by this Agreement and the other Transaction Documents or other securitiesexcept as set forth in Schedule 8.5(b), except with respect to operation of the repurchase of shares of FDH upon termination of employees at Business and the original purchase price pursuant to agreements existing at the date hereof;Assets: (d) It does not sell 8.5.1 sell, lease or otherwise issue (dispose of, or grant any warrants, options right or other rights to purchase) any shares of capital stock or any other securitiesEncumbrance, except Permitted Encumbrances, with respect to any material Asset, other than sales of goods or services in the issuance Ordinary Course of shares of FDH pursuant to option grants to employees made under the option plan in Business, or enter into, amend, modify or terminate any Contract outside the Ordinary Course of Business; (e) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, 8.5.2 except as required under GAAP and in the Ordinary Course of Business, amend or modify in any material respect any Permit or any Material Contract; 8.5.3 initiate, settle, cancel, compromise, release or provide a waiver with respect to any claim, action or Proceeding relating to the Business, the Assets, the Assumed Liabilities or any portion thereof existing on or commenced after the date of this Agreement and involving more than one million two hundred fifty thousand dollars (g$1,250,000), individually or in the aggregate, except where the settlement, cancellation, compromise, release or waiver would not have an adverse impact on Buyer or Buyer’s ownership or operation of the Assets; 8.5.4 grant any material increase in compensation to any Subject Employee, enter into any employment, deferred compensation, severance (except when the termination date is before Closing Date) It does not establish or adopt similar agreement or arrangement with any Subject Employee, or hire any new non-represented employees for the Business other than employees at will to fill vacancies in existing positions (and in no case without prior notice to and good faith discussion of alternatives with Buyer although the final decision to hire remains with Sellers in accordance with Sellers’ policies), in all cases except for normal salary increases and bonus awards in the Ordinary Course of Business or completion related bonuses or awards whose cost is met by the Sellers; 8.5.5 terminate (other than with severance) any Subject Employee Benefit Planother than for cause or in the Ordinary Course of Business except with notice to Buyer; 8.5.6 amend the Organizational Documents of the Cogen Company, cause the Cogen Company to liquidate, dissolve or otherwise wind up its business or repurchase, redeem or otherwise acquire, issue, grant any rights, or enter into any Contract or commitment with respect to the Cogen Company Interests; 8.5.7 enter into any Contracts providing for, or otherwise incur any obligations relating to, severance, retention, change in control or similar payments, by reason of this Agreement or the transactions contemplated hereby for which the Buyer or the Cogen Company would have any Liability from and does not pay after the Closing; 8.5.8 enter into any bonus commitment for capital expenditures relating to the Business, the Assets or any portion thereof in excess of five million dollars ($5,000,000) with respect to the Refinery Assets and Cogen Company Assets or five hundred thousand dollars ($500,000) with respect to the Non- Refinery Assets for any individual commitment for capital expenditures and ten million dollars ($10,000,000) with respect to the Refinery Assets and Cogen Company Assets or one million dollars ($1,000,000) with respect to the Non-Refinery Assets for all commitments for capital expenditures in the aggregate, the cost of which would be an obligation of the Buyer or the Cogen Company from and after the Closing; provided, however, that the Seller Companies will be entitled to make commitments for and in accordance with the budgeted items set forth on Schedule 8.5.8 without the prior written consent of the Buyer; 8.5.9 enter into, modify or terminate any CBA or other labor or collective bargaining Contract or, through negotiation or otherwise, make any profit sharing commitment or similar payment toincur any Liability to any labor organization other than effects bargaining and related obligations arising as a result of this Agreement, or increase the amount of the wagesincluding entering into any grievance settlements; provided that Seller may enter into negotiation with any labor organization, salaryincluding entering into any grievance settlements, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement Ordinary Course of Business consistent with past practices or (ii) that only entail the payment of money by Seller and that will not establish any Proceedingprecedent or any agreement with any labor organization; 8.5.10 enter into any Contract that would restrain, restrict, limit or impede the ability of the Buyer to compete with any Person or to conduct any business or line of business in any geographic area; 8.5.11 cancel or modify in any material respect any insurance coverage furnished in the amounts and of the types in place as of the date of this Agreement by Third Parties with respect to the Assets or the Business; 8.5.12 incur, assume or guarantee any indebtedness for borrowed money with respect to the Assets or the Business, in each case for which Buyer or the Cogen Company would have Liability from and after the Closing; 8.5.13 terminate (j) It does not (i) acquireexcept as permitted by the provisions of Schedule 7.3.2), dispose of, transfer, lease, license, mortgage, pledge amend or encumber modify in any fixed or other assets, material respect any Retail Assigned Contract other than with respect to renewals that do not modify any such Retail Assigned Contract outside the Ordinary Course of Business and other modifications (which do not involve restrictions on rebranding) made in the Ordinary Course of Business; (ii) incuror 8.5.14 commit in any manner to any of the transactions contemplated by the foregoing Sections 8.5.1 through 8.5.13. Notwithstanding the foregoing and without requiring the consent of the Buyer, assume each of the Sellers may, in its reasonable discretion, engage in and undertake any and all activities necessary to prevent or prepay any indebtedness, Indebtedness minimize injury to persons or obligation damage to property or any other liabilities the Facilities or issue any debt securities, other than the Assets in the Ordinary Course case of an emergency and/or to address, prevent or minimize a health, environmental or safety concern involving the Assets, the Facilities or the Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH Acquiree and THI hereby agrees that from and after the date hereof to the Effective Date, except as otherwise contemplated by this Agreement or with Advantage Life's express written consent, Acquiree and THI shall ensure that, during conduct its business solely in the Pre-Closing Periodordinary course and Acquiree shall: (a) It conducts its operations a. Not amend Acquiree's Certificate of Incorporation or Bylaws except as may be necessary to carry out this Agreement or as required by law; b. Not change Acquiree's corporate name or consent to the use thereof by any other corporation; c. Not pay or agree to pay to any employee, officer, or director of Acquiree, without the consent of Advantage Life, compensation that is in excess of the current compensation level of such employee, officer, or director except in the Ordinary Course ordinary course of Business and business as disclosed from time to time to Advantage Life; d. Not make any changes in Acquiree's management without the consent of Advantage Life; e. Not merge or consolidate Acquiree with any other corporation or allow it to acquire or agree to acquire or be acquired by any corporation, association, partnership, joint venture, or other entity; f. Not sell, transfer, or otherwise dispose of any material assets without the prior written consent of Advantage Life, except in the same manner as such operations have been conducted prior ordinary course of business; g. Not create, incur, assume, or guarantee any indebtedness for money borrowed except in the ordinary course of business; create or suffer to exist any mortgage, lien, or other encumbrance on any of its properties or assets, real or personal, except those in existence on the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate hereof or permitted by Section 5.7; or increase the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect amount of any shares of its capital stockindebtedness outstanding under any loan agreement, and does not repurchasemortgage, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at borrowing arrangement in existence on the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights h. Cause Acquiree to purchase) any shares pay when due in accordance with historical practice all accounts payable and trade obligations of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of BusinessAcquiree; (e) It does not amend its Articles i. Maintain all material tangible portions of Incorporationthe assets of Acquiree in good operating repair, Bylaws or other Organizational Documentsorder, and does not effect condition, reasonable wear and tear excepted, and notify Advantage Life immediately upon any loss of, damage to, or become a party to destruction of any recapitalization, reclassification material tangible portion of shares, stock split, reverse stock split or similar transactionthe assets; (f) It does not revalue any j. Use their best efforts to maintain in full force and effect insurance coverage of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP types and in the Ordinary Course amounts set forth in Schedule 5.13 attached hereto and apply the proceeds received under any insurance policy or as a result of Businessany loss or destruction of or damage to any assets to the repair or replacement of such assets; (g) It does not establish or adopt any Employee Benefit Plank. Maintain in full force and effect all material agreements, contracts, leases, licenses, permits, authorizations, and does not pay any bonus approvals necessary for or make any profit sharing or similar payment to, or increase related to the amount operation of the wagesbusiness of Acquiree in all respects and in all places as the business is now conducted; l. Use its best efforts to preserve Acquiree's business organization intact, salary, commissions, fringe benefits or other compensation or remuneration payable to, any to keep available the services of its directors, officers or employeespresent employees and to preserve the good will of its customers and others having business relations with it; (h) It does not change any m. Timely pay in accordance with the terms of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse each Benefit Plan all bona fide claims for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of BusinessBenefits thereunder; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of Business. FDH shall ensure thatExcept as set forth on Schedule 6(c) attached, during neither the Pre-Closing Period: (a) It conducts its operations Company nor Xxxx Wolf will engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business Business. Without limiting the generality of the foregoing: (i) neither the Company nor Xxxx Xxxx will authorize or effect any change in its Certificate of Incorporation or bylaws other than the changes effected by: (A) Xxxx Xxxx'x Certificate of Amendment filing, (B) Xxxx Xxxx'x Certificate of Designations filing and (C) REAADS filing of the Certificate of Merger; (ii) neither the Company nor Xxxx Wolf will grant any options, warrants, or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except (A) the issuance by Xxxx Xxxx of up to nine hundred fifty thousand (950,000) Company Common Shares, and (B) upon the conversion or exercise of REAADS options, warrants, and other rights currently outstanding and disclosed in the same manner as such operations have been conducted prior to the date Section 4(b) of this Agreement); (biii) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate neither the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDH; (c) It does not Company nor Xxxx Wolf will declare, accrueset aside, set aside or pay any dividend or make distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any other distribution in respect of any shares of its capital stock. (iv) neither the Company nor Xxxx Xxxx will issue any note, and does not repurchasebond, redeem or otherwise reacquire any shares of its capital stock or other securitiesdebt security or create, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell incur, assume, or otherwise issue (guarantee any indebtedness for borrowed money or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in capitalized lease obligation outside the Ordinary Course of Business; (ev) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to neither the Company nor Xxxx Wolf will impose any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue Security Interest upon any of its assets; (vi) neither the Company nor Xxxx Xxxx will make any capital investment in, includingmake any loan to, without limitation, writing down or acquire the value securities or assets of inventory or writing off notes or accounts receivable, except as required under GAAP and in any other Person outside the Ordinary Course of Business; (gvii) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or neither the Company nor Xxxx Wolf will make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, change in employment terms for any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquireofficers, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action employees outside the Ordinary Course of Business; and (nviii) It does not enter into neither the Company nor Xxxx Xxxx will commit to any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementthe foregoing.

Operation of Business. FDH Raintree and the Selling Stockholders shall ensure that, during the Pre-Closing Period: (a) It Raintree conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It Raintree uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with FDHRaintree; (c) It Raintree keeps in full force all existing insurance policies; (d) Raintree's officers confer regularly, upon request, with Netivation concerning operational matters and otherwise report regularly, upon request, to Netivation concerning the status of Raintree's business, condition, assets, liabilities, operations, financial performance and prospects; (e) Raintree immediately notifies Netivation of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction; (f) Raintree does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockstock or other securities, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (dg) It Raintree does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (eh) It Raintree does not amend its Articles articles of Incorporation, Bylaws incorporation or other Organizational Documentsbylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (fi) It Raintree does not revalue form any of its assets, including, without limitation, writing down the value of inventory subsidiary or writing off notes acquires any equity interest or accounts receivableother interest in any other entity; (j) Raintree does not make any capital expenditure, except as required under GAAP for capital expenditures that are made in the Ordinary Course of Business and that do not exceed $10,000; (k) Raintree does not (i) lend money to any Person or (ii) incur, assume or otherwise become subject to any Liability, except for current liabilities incurred in the Ordinary Course of Business; (gl) It Raintree does not establish or adopt any Employee Benefit Planemployee benefit plan, and does not nor pay or agree to pay any bonus or nor make any profit profit-sharing or similar payment to, or nor increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employeesemployees (except for regularly scheduled salary increases in the Ordinary Course of Business); (hm) It Raintree does not change any of its methods of accounting or accounting practices in any respect; (in) It Raintree does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than except in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (ko) It pays all debts and Taxes, files all Raintree does not enter into any transaction or take any other action of its Tax Returns (as provided herein) and pays or performs all other obligations, when duethe type referred to in Section 2.9; (lp) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it Raintree does not enter into any transaction or take any other action outside the Ordinary Course of Business; and; (nq) It Raintree does not enter into any transaction or take any other action that is reasonably likely would to cause or constitute a Breach of any representation or warranty made by it Raintree or the Selling Stockholders; and (r) Raintree does not agree, commit or offer (in writing or otherwise), or attempt, to take any of the actions described in clauses "(f)" through "(q)" of this AgreementSection 4.2.

Operation of Business. FDH (a) During the Executory Period, PubliGroupe shall ensure that(i) cause the Acquired Corporations to operate its respective businesses as now operated and only in the normal and ordinary course and, consistent with such operation, (ii) use its best efforts to preserve intact their respective business organizations, (iii) keep available the services of their respective officers and employees and (iv) maintain satisfactory relationships with their respective customers and other persons having business dealings with each of them. Without limiting the generality of the foregoing, during the Pre-Closing Period: Executory Period PubliGroupe shall cause the Acquired Corporations to not, without the prior written consent of Real Media, (ai) It conducts its operations take any action that would result in any of the Ordinary Course representations and warranties of Business PubliGroupe and RM Europe herein becoming untrue, (ii) issue or agree to issue any shares of their respective capital stock or securities, rights, options or warrants convertible into or exercisable or exchangeable for shares of their respective capital stock (other than shares of capital stock issuable upon exercise or conversion of outstanding rights and options in accordance with the same manner as such operations have been conducted prior present terms thereof) or (iii) take or cause to occur any of the date of this Agreement;actions or transactions described in Section 2.5 hereof. (b) It uses During the Executory Period, Real Media shall (i) operate its commercially reasonable business as now operated and only in the normal and ordinary course and, consistent with such operation, (ii) use its best efforts to preserve intact its current business organization, (iii) keep available and not terminate the services of its current officers and employees and (iv) maintain its relations and goodwill satisfactory relationships with all suppliers, customers, landlords, creditors, licensors, licensees, employees their respective customers and other Persons persons having business relationships dealings with FDH; it. Without limiting the generality of the foregoing, during the Executory Period, Real Media shall not, without the prior written consent of PubliGroupe, (ci) It does not declaretake any action that would result in any of the representations and warranties of Real Media herein becoming untrue, accrue, set aside (ii) issue or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire agree to issue any shares of its capital stock or other securities, except with respect to the repurchase of shares of FDH upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrantsrights, options or warrants convertible into or exercisable or exchangeable for shares of its capital stock (other rights to purchase) any than shares of capital stock issuable upon exercise or any other securities, except conversion of outstanding rights and options in accordance with the issuance of shares of FDH pursuant to option grants to employees made under the option plan in the Ordinary Course of Business; (epresent terms thereof) It does not amend its Articles of Incorporation, Bylaws or other Organizational Documents, and does not effect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (j) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for take or cause to occur any of the obligations of any other person, other than actions or transactions described in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (k) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (l) It does not hire any new officer-level employee; (m) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (n) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementSection 3.5 hereof.