Common use of Operation of Company Clause in Contracts

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLS, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not: (i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (iii) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viii) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ix) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice; (xv) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xvi) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xvii) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviii) amend its Articles of Incorporation or Bylaws; (xix) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xx) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxi) lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall:shall (and has): (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement, the Letter of Intent, the Term Sheet or the LCC Merger Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSParent, between the date of this Agreement and the Closing Date Effective Time (or termination of this Agreement), the Company shall not (and has not:): (i) except for the issuance of Excluded Securities or as otherwise contemplated by this Agreement, issue the Term Sheet, the Letter of Intent, or promise to the LCC Merger Agreement, issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare directly or pay indirectly redeem, purchase, sell or otherwise acquire any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock of Company, except as specifically contemplated by this Agreement, the Term Sheet, Letter of Intent or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockLCC Merger Agreement; (iii) except as contemplated by the Term Sheet, grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any material contract bonus, insurance, pension, severance, change-in-control or commitmentother benefit plan, payment, agreement or amend arrangement for or otherwise modify or waive with any of the terms of any of its material contractsCompany personnel, other than except as consistent with past practices in the ordinary course of business consistent with past practice, and except for consulting agreements which provide for payment for services in shares of Company Common Stock or violate or terminate any such material contractssecurities convertible into Company Common Stock; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, the LCC Merger Agreement, the Letter of Intent or the Term Sheet, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiiv) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixvi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license sell or otherwise dispose of or encumber any assets of its properties or assets which are material, individually or in the aggregate, to its businessCompany, except in the ordinary course of business consistent with past practicepractices; (xvvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xviviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviiix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement, the LCC Merger Agreement, the Term Sheet or the Letter of Intent; (xviiix) amend its Articles of Incorporation or Bylaws; (xixxi) except as contemplated by this Agreement, the Letter of Intent and the LCC Merger Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;; or (xxixiii) except as contemplated by the services agreement with SHI, lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement, the Letter of Intent, the PPM or the LCC Merger Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSParent, between the date of this Agreement and the Closing Date Effective Time (or termination of this Agreement), the Company shall not: (i) except for the issuance of Excluded Securities or as otherwise contemplated by this Agreement, issue the Letter of Intent, or promise to the LCC Merger Agreement, issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare directly or pay indirectly redeem, purchase, sell or otherwise acquire any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock of Company, except as specifically contemplated by this Agreement, the PPM, Letter of Intent or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockLCC Merger Agreement; (iii) grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any material contract bonus, insurance, pension, severance, change-in-control or commitmentother benefit plan, payment, agreement or amend arrangement for or otherwise modify or waive with any of the terms of any of its material contractsCompany personnel, other than except as consistent with past practices in the ordinary course of business consistent with past practice, or violate or terminate any such material contractsbusiness; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, the LCC Merger Agreement, the Letter of Intent or the PPM, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiiv) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixvi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license sell or otherwise dispose of or encumber any assets of its properties or assets which are material, individually or in the aggregate, to its businessCompany, except in the ordinary course of business consistent with past practicepractices; (xvvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xviviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviiix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement, the LCC Merger Agreement, the PPM or the Letter of Intent; (xviiix) amend its Articles of Incorporation or Bylaws; (xixxi) except as contemplated by this Agreement, the Letter of Intent and the LCC Merger Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;; or (xxixiii) lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSTPI, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not: (i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (iii) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viii) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ix) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 30,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS TPI prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice; (xv) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xvi) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xvii) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviii) amend its Articles of Incorporation or Bylaws; (xix) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xx) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxi) lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, business in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and; (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; (vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Exchange Act, on a timely basis so as to maintain Company's status as a reporting Company in good standing under the Exchange Act; and (viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Company's listing on, the OTC Bulletin Board. (b) Without the prior written consent of SOLSthe Allstate and except as contemplated by this Agreement, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not: (i) grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Company personnel, except as consistent with past practices in the ordinary course of business; (ii) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (iii) except as contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (iiiv) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (iiiv) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; (ivvi) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (vvii) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (viviii) adopt or amend any employee benefit or stock purchase or option plan; (viiix) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiix) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixxi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 30,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (xxii) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xixiii) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xiixiv) terminate or waive any right of substantial value; (xiiixv) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS Allstate prior to the filing of such a suit, or (3) for a breach of this Agreement; (xivxvi) sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice; (xvxvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xvixviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviixix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviiixx) amend its Articles of Incorporation or Bylaws; (xixxxi) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxixxiii) lease or purchase or agree to lease or purchase any assets or properties; or; (xxiixxiv) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect; or (xxv) take any action or series of actions that results in or is likely to result in (i) the delisting of the Company Common Stock from trading on the OTC Bulletin Board, or (ii) Company losing its status as a reporting Company in good standing under the Exchange Act.

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required contemplated by this AgreementAgreement or the PPM; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSthe Parent, between the date of this Agreement and the Closing Date Effective Time (or the termination of this Agreement), the Company shall not:not (except in connection with the transactions contemplated hereby including the Placement and the senior debt financing in the approximate amount of $70 million and convertible note financing in the approximate amount of $60 million that the Company is pursuing (the "DEBT FINANCINGS"): (i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare directly or pay indirectly redeem, purchase, sell or otherwise acquire any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize of the issuance of any other securities in respect ofCompany, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockexcept as specifically contemplated by this Agreement; (iii) grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any material contract bonus, insurance, pension, severance, change-in-control or commitmentother benefit plan, payment, agreement or amend arrangement for or otherwise modify or waive with any of the terms of any of its material contractsCompany personnel, other than except as consistent with past practices in the ordinary course of business consistent or in accordance with past practice, or violate or terminate any such material contractsprior recommendations of the Compensation Committee of the Company; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiiv) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixvi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license sell or otherwise dispose of or encumber any assets of its properties or assets which are material, individually or in the aggregate, to its businessCompany, except in the ordinary course of business consistent with past practicepractices; (xvvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xviviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviiix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this AgreementAgreement or the PPM; (xviiix) amend its Articles Certificate of Incorporation or Bylaws; (xixxi) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxixiii) lease or purchase or agree to lease or purchase any assets or properties; or (xxiixiv) takeenter into any negotiations, commitments or agree agreements that would result in writing or otherwise to take, any action which would make undertaking any of its representations or warranties contained the actions specified in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respectSubsection 6.2(b).

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices[, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSthe Parent, between the date of this Agreement and the Closing Date Effective Time (or termination of this Agreement), the Company shall not: (i) except as contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare directly or pay indirectly redeem, purchase, sell or otherwise acquire any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize of the issuance of any other securities in respect ofCompany, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockexcept as specifically contemplated by this Agreement; (iii) grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any material contract bonus, insurance, pension, severance, change-in-control or commitmentother benefit plan, payment, agreement or amend arrangement for or otherwise modify or waive with any of the terms of any of its material contractsCompany personnel, other than except as consistent with past practices in the ordinary course of business consistent or in accordance with past practice, or violate or terminate any such material contractsprior recommendations of the Compensation Committee of the Company; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiiv) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixvi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license sell or otherwise dispose of or encumber any assets of its properties or assets which are material, individually or in the aggregate, to its businessCompany, except in the ordinary course of business consistent with past practicepractices; (xvvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xviviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviiix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviiix) amend its Articles Certificate of Incorporation or Bylaws; (xixxi) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxixiii) lease or purchase or agree to lease or purchase any assets or properties; or (xxiixiv) takeenter into any negotiations, commitments or agree agreements that would result in writing or otherwise to take, any action which would make undertaking any of its representations or warranties contained the actions specified in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respectSubsection 6.2(b).

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this AgreementAgreement or the PPM; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSthe Parent, between the date of this Agreement and the Closing Date Effective Time (or termination of this Agreement), the Company shall not: (i) except as contemplated by this AgreementAgreement or the Placement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare directly or pay indirectly redeem, purchase, sell or otherwise acquire any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize of the issuance of any other securities in respect ofCompany, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockexcept as specifically contemplated by this Agreement; (iii) grant any increase in the compensation payable, or to become payable, to any Company personnel or enter into any material contract bonus, insurance, pension, severance, change-in-control or commitmentother benefit plan, payment, agreement or amend arrangement for or otherwise modify or waive with any of the terms of any of its material contractsCompany personnel, other than except as consistent with past practices in the ordinary course of business consistent or in accordance with past practice, or violate or terminate any such material contractsprior recommendations of the Compensation Committee of the Company; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this AgreementAgreement or the Placement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viiiv) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ixvi) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license sell or otherwise dispose of or encumber any assets of its properties or assets which are material, individually or in the aggregate, to its businessCompany, except in the ordinary course of business consistent with past practicepractices; (xvvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xviviii) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xviiix) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this AgreementAgreement or the PPM; (xviiix) amend its Articles Certificate of Incorporation or Bylaws; (xixxi) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xxxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxixiii) lease or purchase or agree to lease or purchase any assets or properties; or (xxiixiv) takeenter into any negotiations, commitments or agree agreements that would result in writing or otherwise to take, any action which would make undertaking any of its representations or warranties contained the actions specified in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respectSubsection 6.2(b).

Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing DateEffective Time, the Company shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose. (b) Without the prior written consent of SOLSParent and Sunset, between the date of this Agreement and the Closing Date Effective Time (or termination of this Agreement), the Company shall not: (i) except for the issuance of the securities described or contemplated by Section 6.2 of this Agreement or as otherwise contemplated by this Agreement or the Sunset Merger Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (iii) enter into any material contract or commitmentcommitment that is not approved by Sunset in advance, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; (iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; (v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; (vi) adopt or amend any employee benefit or stock purchase or option plan, or hire any new director level, officer or management level employee, pay any special bonus or special remuneration to any employee, consultant or director, or increase the salaries or wage rates of its employees; (vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company; (viii) place or allow to be placed a lien or encumbrance on any of the assets of the Company; (ix) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 30,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company's ’s financial statements; (x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice; (xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (xii) terminate or waive any right of substantial value; (xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with SOLS Sunset prior to the filing of such a suit, or (3) for a breach of this Agreement; (xiv) sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice; (xv) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party; (xvi) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xvii) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement; (xviii) amend its Articles of Incorporation or Bylaws; (xix) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xx) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xxi) lease or purchase or agree to lease or purchase any assets or properties; or (xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.