Common use of Operation of Company Business Clause in Contracts

Operation of Company Business. Except as contemplated by this Agreement, during the 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 material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course of business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) acquire, sell, lease, license or dispose of any assets or property, other than purchases and sales of assets in the ordinary course of business; (e) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement); (f) discharge or satisfy any security interest or pay any obligation or liability other than in the ordinary course of business; (g) amend its charter, by-laws or other organizational documents; (h) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (i) 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 material contract or agreement; (j) institute or settle any Legal Proceeding; (k) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (l) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, not without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) except as contemplated by the Private Placement Offering, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) except as contemplated by the Private Placement Offering, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (e) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (f) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (g) amend its charter, by-laws or other organizational documents; (h) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (i) 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 material contract or agreement; (j) institute or settle any Legal Proceeding; (k) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (l) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) except as contemplated by, and in connection with, the Bridge Loan, create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or property, other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest Security Interest (except in connection with senior debt in existence on the date of this Agreement); (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement----------------------------- Agreement or expressly set forth on Schedule 4.5 hereof, during the period from the date of this Agreement to the Effective Time, unless earlier terminated pursuant to Section 6.1 hereof, the Company shall (and shall cause each Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts all reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, unless earlier terminated pursuant to Section 6.1 hereof, neither the Company shall notnor any Subsidiary shall, without the written consent of the Parent (which shall not be unreasonably withheld or delayed):Buyer: (a) issue issue, sell, deliver or sellagree 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 of the Company or any warrantsrights, warrants or options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the exercise of Options outstanding on the date hereof or the grant of Options under the Company Option Plans consistent with past practice to newly hired employees, which Options shall represent in the aggregate the right to acquire no more than the average number of Company Shares subject to Options granted in the comparable period of time during the preceding 12-month period), or amend any of the terms of any such convertible securities or Options; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money debt not currently outstanding (including obligations in respect of capital leases) except in the ordinary course of business or in connection with the transactions contemplated by this Agreement); assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(j) or (except for normal increases in the Ordinary Course of Business or making severance payments to non- officers pursuant to the terms of severance agreements existing on the date hereof and disclosed on the Disclosure Schedule or consistent with past practice) 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 benefit not required by the terms in effect on the date hereof of any existing Employee Benefit Plan; (e) acquire, sell, lease, license encumber or dispose of any assets or propertyproperty (including without limitation any 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 Ordinary Course of business; (e) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Business; (f) discharge amend its charter or satisfy any security interest or pay any obligation or liability other than in the ordinary course of businessbylaws; (g) amend its charter, by-laws or other organizational documents; (h) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (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 its property or assets or subject any such assets to any Security Interest; (j) sell, assign, transfer or license any Intellectual Property, other than in the Ordinary Course of Business; (k) 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 material contract or agreement; (jl) institute make or commit to make any capital expenditure in excess of $125,000 per item; (m) make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any Legal Proceedingclaim for past or present tax due; (kn) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lo) agree in writing or otherwise to take any of the foregoing actions. The Company further agrees to forward to the attention of the Chief Financial Officer of the Buyer true and complete copies of each Company Customer Contract signed by the Company after the date hereof within ten days of the date such Company Customer Contract is signed by the Company. The list of Customer Contracts set forth on Section 2.19 of the Company Disclosure Schedule shall be deemed to be updated to include any Company Customer Contract received by the Chief Financial Officer of the Buyer pursuant to the provisions of the foregoing sentence. The Company further agrees to promptly forward to the attention of the Chief Financial Officer of the Buyer the name and position of any key employee or group of employees which has any plans to terminate employment with the Company or any Subsidiary if the Company has or obtains knowledge of such plans after the date hereof. Section 2.20 of the Company Disclosure Schedule shall be deemed to be updated to include any disclosure received by the Chief Financial Officer of the Buyer pursuant to the provisions of the foregoing sentence.

Operation of Company Business. Except as contemplated by this Agreement, during During the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, WRG or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld withheld, conditioned or delayed):), accrue any material funded indebtedness: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; or other than as required to enable Company Stockholder to pay taxes on Company Pre-Tax Profits, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) as at the Closing Date, and after giving effect to the declaration or funding of any dividends or distributions to the Stockholder, whether in cash or in property, (A) the combined stockholders’ equity of both WRG and the Company shall be not less than $4,000,000, (B) neither WRG nor the Company will have an Indebtedness in excess of $100,000, and (C) not less than $500,000 of the combined assets of both WRG and the Company will be in the form of cash or immediately marketable securities which is necessary to cover operating expenses of WRG and the Company incurred in the ordinary course of businessbusiness ; (gi) amend its charter, by-laws or other organizational documents; (hj) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ik) 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 material contract or agreement; (jl) institute or settle any Legal Proceeding; (km) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (ln) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during During the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all laws applicable laws and regulations to the Company, WRG or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld withheld, conditioned or delayed):), accrue any material funded indebtedness: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; or other than as required to enable Company Stockholder to pay taxes on Company Pre-Tax Profits, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) except in connection with the Parent Financing (heretofore described), create, incur incur, assume or assume guaranty any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) except in connection with the Parent Financing (heretofore described), mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) as at the Closing Date, and after giving effect to the declaration or funding of any dividends or distributions to the Stockholder, whether in cash or in property, (A) the combined stockholders’ equity of both WRG and the Company shall be not less than $4,000,000, (B) neither WRG nor the Company will have an indebtedness in excess of $100,000, and (C) not less than $500,000 of the combined assets of both WRG and the Company will be in the form of cash, cash equivalents or immediately marketable securities which is necessary to cover operating expenses of WRG and the Company incurred in the ordinary course of business; (gi) amend its charter, by-laws or other organizational documents; (hj) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ik) 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 material contract Contract or agreement; (jl) institute or settle any Legal Proceeding; (km) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (ln) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or property, other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest Security Interest (except in connection with senior debt in existence on the date of this Agreement); (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during During the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all laws applicable laws and regulations to the Company, WRG or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld withheld, conditioned or delayed):), accrue any material funded indebtedness: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; or other than as required to enable Company Stockholder to pay taxes on Company Pre-Tax Profits, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) except in connection with the Required Financing (heretofore described), create, incur incur, assume or assume guaranty any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) except in connection with the Required Financing (heretofore described), mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of WRG or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) as at the Closing Date, and after giving effect to the declaration or funding of any dividends or distributions to the Stockholder, whether in cash or in property, (A) the combined stockholders’ equity of both WRG and the Company shall be not less than $4,000,000, (B) neither WRG nor the Company will have an indebtedness in excess of $100,000, and (C) not less than $500,000 of the combined assets of both WRG and the Company will be in the form of cash, cash equivalents or immediately marketable securities which is necessary to cover operating expenses of WRG and the Company incurred in the ordinary course of business; (gi) amend its charter, by-laws or other organizational documents; (hj) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ik) 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 material contract Contract or agreement; (jl) institute or settle any Legal Proceeding; (km) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (ln) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this AgreementAgreement or as set forth in Section 4.4 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement or as set forth in Section 4.4 of the Company Disclosure Schedule: (a) except as contemplated by the Private Placement Offering, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness or in connection with the consummation of the First PPO and the conversion of the Bridge Note; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) except as contemplated by the Private Placement Offering, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any 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 Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its respective operations in the ordinary course Ordinary Course of business Business and in material compliance with all laws applicable laws and regulations to the Company, any Company Subsidiary or any of their respective properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its respective current business organization, keep its respective physical assets in good working condition, keep available the services of its respective current officers and employees and preserve its respective relationships with customers, suppliers and others having business dealings with it the Company and any Company Subsidiary to the end that its respective 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 notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (e) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (f) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (g) amend its charter, by-laws or other organizational documentsOrganizational Documents; (h) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (i) 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 material contract or agreement; (j) institute or settle any Legal Proceeding; (k) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in in: (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect respect; or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (l) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof),or subject any such property or assets to any security interest Security Interest (except in connection with senior debt as may be required under the terms of any indebtedness in existence on the date of this AgreementAgreement and set forth in Section 2.10 of the Disclosure Schedule); (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company Company, or any warrants, options or other rights to acquire any such stock or other securities; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or property, other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets assets, or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its chartercertificate of incorporation, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V VI not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement Execution Date to the Effective Time, the Company shall conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiesCompany; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) acquire, sell, lease, license or dispose of any assets or property, other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (e) mortgage or pledge any of its property or assets assets, or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (f) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (g) amend its charter, by-laws or other organizational documents; (h) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (i) 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 material contract or agreement; (j) institute or settle any Legal Proceeding; (k) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger Acquisition set forth in Article V this Agreement not being satisfied; or (l) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) except as contemplated by the Private Placement Offering, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants, except for in connection with the contemplated exchange of Warrants to purchase an aggregate of 430,000 Company Shares for 430,000 Company Shares pursuant to Section 5.2(j); (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof),or subject any such property or assets to any security interest Security Interest (except in connection with senior debt as may be required under the terms of any indebtedness in existence on the date of this AgreementAgreement and set forth in Section 2.10 of the Company Disclosure Schedule); (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during During the period from the date of this Agreement to the Effective TimeClosing Date, the Stockholders shall cause the Company shall to conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective TimeClosing Date, the Stockholders shall not (and shall cause the Company shall notnot to), without the written consent of the Parent Purchaser (which shall not be unreasonably withheld withheld, conditioned or delayed):) and except as otherwise contemplated by this Agreement, incur any funded indebtedness: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of outstanding convertible securities, options or warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) except as otherwise contemplated under Section 4.4(h), below, split, combine or reclassify any shares of its capital stock; or, except as may be required to enable Stockholders to pay taxes on the Pre-Tax Profits of the Company through the Closing Date, and except as otherwise contemplated under Section 4.4(h), below, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of the Company or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of the Company or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) as at the Closing Date, and after giving effect to the declaration or funding of any dividends or distributions to the Stockholders, whether in cash or in property, (A) the combined stockholders’ equity of both the Company and DiscCo shall be not less than $4,000,000, (B) neither the Company nor DiscCo will have an Indebtedness in excess of $100,000, and (C) not less than $500,000 of the combined assets of both the Company and DiscCo will be in the form of cash or immediately marketable securities which is necessary to cover operating expenses of WRG and the Company incurred in the ordinary course of business; (gi) amend its the charter, by-laws or other organizational documentsdocuments of the Company; (hj) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ik) 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 material contract or agreement; (jl) institute or settle any Legal Proceeding; (km) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger Closing set forth in Article V not being satisfied; or (ln) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this AgreementAgreement or as set forth in Section 4.4 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all Laws applicable laws and regulations to the Company, any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld withheld, conditioned or delayed):) and except as contemplated by this Agreement or as set forth in Section 4.4 of the Company Disclosure Schedule: (a) except as contemplated by the Private Placement Offering or in the Ordinary Course of Business or in connections with the actions set forth in Section 4.4(d) hereof, issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; provided that the Company shall be permitted to take any of the foregoing actions if such actions in the aggregate do not involve more than the sum of $650,000; (d) except in the Ordinary Course of Business or as deemed necessary by the Company’s board of directors to support the Company’s growth or business activities or in connection with the transactions contemplated by this Agreement, enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (fg) except with respect to the payoff of the Secured Bridge Notes and/or the Unsecured Bridge Notes, discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) except with respect any amendments necessary to increase the number of shares of Company Common Stock that the Company authorized to issue or in connection with the transactions contemplated by this Agreement, amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreementagreement (except with respect to any agreements related to the Secured Bridge Notes or the Unsecured Bridge Notes); (jk) institute or settle any Legal Proceeding; (kl) except as contemplated by this Agreement, take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions. Notwithstanding anything to the contrary in the foregoing, the Company shall be permitted to engage in any marketing or other business activities and utilize its cash, property or other assets for such purposes, provided that such expenditures do not to exceed $800,000 in the aggregate and the Company’s board of directors believes that such expenditures are in the best interests of the Company and its stockholders.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its respective operations in the ordinary course Ordinary Course of business Business and in material compliance with all laws applicable laws and regulations to the Company, any Company Subsidiary or any of their respective properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its respective current business organization, keep its respective physical assets in good working condition, keep available the services of its respective current officers and employees and preserve its respective relationships with customers, suppliers and others having business dealings with it the Company and any Company Subsidiary to the end that its respective 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 notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue Issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of outstanding convertible securities or Company Options or Company Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) splitSplit, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) createCreate, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) acquireAcquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (e) mortgage Mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)Security Interest; (f) discharge Discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (g) amend Amend its charter, by-laws or other organizational documents; (h) change Change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (i) enter 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 material contract or agreement; (j) institute Institute or settle any Legal Proceeding; (k) take Take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (l) agree Agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the ordinary course Ordinary Course of business Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall notnot (and shall cause each Company Subsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrantsWarrants, options Options or other rights to acquire any such stock or other securitiessecurities (except pursuant to the conversion or exercise of convertible securities or Options or Warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) except as contemplated by, and in connection with, the Bridge Loan, create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course Ordinary Course of business Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any Company Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the ordinary course Ordinary Course of businessBusiness; (ef) mortgage or pledge any of its property or assets or subject any such property or assets to any security interest Security Interest (except in connection with senior debt in existence on the date of this Agreement); (fg) discharge or satisfy any security interest Security Interest or pay any obligation or liability other than in the ordinary course Ordinary Course of businessBusiness; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (m) enter into any material area development agreement or enter into any franchise agreement or area development agreement without first amending the Company’s effective UFOCs to include such information regarding the transactions contemplated by this Agreement as required by applicable Law; or (ln) agree in writing or otherwise to take any of the foregoing actions.

Operation of Company Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in and that of the ordinary course of business and Subsidiary in material compliance with all Laws applicable laws and regulations to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available 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, prior to the Effective Time, the Company shall not, not without the written consent of the Parent (which shall not be unreasonably withheld or delayed):) and except as contemplated by this Agreement: (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or the Subsidiary or any warrants, options or other rights to acquire any such stock or other securitiessecurities or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases) except in the ordinary course of business or in connection with the transactions contemplated by this Agreement); assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any employee benefit plan or any employment or severance agreement or arrangement 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; (e) acquire, sell, lease, license or dispose of any assets or propertyproperty (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other than purchases and sales of assets in the ordinary course of businessbusiness organization or division thereof; (ef) mortgage or pledge any of its property or assets (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), or subject any such property or assets to any security interest (except in connection with senior debt in existence on the date of this Agreement)interest; (fg) discharge or satisfy any security interest or pay any obligation or liability other than in the ordinary course of businessliability; (gh) amend its charter, by-laws or other organizational documents; (hi) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (ij) 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 material contract or agreement; (jk) institute or settle any Legal Proceeding; (kl) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (lm) agree in writing or otherwise to take any of the foregoing actions.