Common use of Operation of the Business of the Company Clause in Contracts

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between the date of this Agreement and the Closing Date, Seller shall cause the Company to (i) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock; (ii) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock of the Company; (iii) adjust, split, combine, subdivide or reclassify any shares of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoing.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement and until the earlier of the Closing Dateor termination of this Agreement, Seller shall cause and other than (i) as expressly contemplated or permitted by this Agreement, (ii) required by applicable Law, (iii) as requested in writing by the Purchaser or (iv) as determined by the board of directors of the Company, which determination would not constitute a violation of its fiduciary responsibilities, the Company to will (ix) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (ivy) upon use commercially reasonable request from Buyerefforts to preserve and protect its business organization, periodically report to Buyer concerning the status of the businessassets, operations employment relationships, and finance of the Companyrelationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. (b) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Dateforegoing, the Company shall not, will not take any of the following actions without the prior written consent of Buyer, take any of the following actionsPurchaser: (i) issue, sell, repurchase, redeem incur any Indebtedness; (ii) declare or acquire pay any shares dividends in respect of capital stock any of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such its capital stock; (ii) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock of the Company; (iii) adjust, split, combine, subdivide or reclassify any shares of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, license or otherwise dispose of any assets or properties of the Company encumber (other than dispositions Permitted Encumbrances) any of obsolete its material properties or unsaleable inventory or equipment material assets, other than sales and nonexclusive licenses of Company products in the ordinary course of business; (xiv) acquire by merger or consolidation with, or by purchase of all or a substantial portion of the assets or any stock of, any business or Person; (v) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures that is in excess of US$50,000 in a single transaction or capital expenditures which exceed $10,000 individually or $25,000 250,000 in the aggregate; (xivi) make change any loans accounting policies or advances auditor; (vii) amend or otherwise change its organizational documents other than as contemplated by this Agreement; (viii) issue any shares, options, warrants or other securities, or change its capital structure, other than (a) the issuance of shares of capital stock upon exercise of options or warrants that are outstanding as of the Agreement Date, (b) the issuance of Class M Shares to any Personemployees, except for advances to employees consultants, directors and other service providers of the Company for expenses incurred or the repurchase thereof upon termination of employment or the engagement of any such person upon the terms provided in the ordinary course agreement related to the issuance of business; such Class M Shares and (xiic) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess the issuance of $25,000 or outside shares of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets capital stock of the Company to be subject to any Lien other than any Permitted Lienexisting Stockholders for the purpose of raising working capital; (xvix) cancel, waive, initiate or settle any claim or compromise any Proceeding disclosed in Schedule 2.12(a)proceedings with a value of $100,000 or more; (xvix) cancel, waive enter into a new line of business or settle any claims or rights with a value to joint venture (other than the entry by the Company in excess of $10,000; (xvii) make into any change in connection contract with its accounts payable any customer, distributor or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Companysupplier); or (xixxi) enter into any agreement, whether oral initiate liquidation or written, to do any of the foregoingdissolution procedures.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with Without the prior written consent of BuyerParent, between during the Pre-Closing Period: (a) the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement and the Closing Date, Seller shall cause Agreement; (b) the Company to (i) conduct its business in the ordinary course of business, (ii) shall use commercially reasonable efforts to preserve intact the its current business organization of the Companyorganization, keep available the services of the Company's officers, employees, its current officers and agents, employees and maintain the Company's its relations and good will with all suppliers, customers, landlords, creditors, employees, agents employees and others other Persons having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.; (bc) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any keep in full force all insurance policies identified in Part 2.18 of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stockDisclosure Schedule; (iid) except for the distribution of the Seller Personal PropertyCompany shall not declare, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock of stock, and the Company; (iii) adjustCompany shall not repurchase, split, combine, subdivide redeem or reclassify otherwise reacquire any shares of capital stock of the Companyor other securities; (iv) amend the Charter or Bylaws of the Company; (ve) except for the payment issuance of shares of Company Common Stock upon the valid exercise of any Company Options or warrants to purchase shares of Company Common Stock outstanding as of the Change date of this Agreement, the Company shall not sell, issue or authorize the issuance of (i) any capital stock or other security, (ii) any option or right to acquire any capital stock or other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (f) the Company shall not amend or permit the adoption of any amendment to the articles of incorporation or bylaws of the Company, or effect or permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) the Company shall not form any subsidiary or acquire any equity interest or other interest in Control Paymentsany other Entity; (h) the Company shall not make any capital expenditure, pay except for capital expenditures that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $100,000 in aggregate; (i) the Company shall not (i) enter into, or increase permit any of the assets owned or used by it to become bound by, any Contract or (ii) amend or prematurely terminate, or waive any material right or remedy under, any such Contract; (j) the Company shall not (i) lend money to any Person (except that the Company may make routine travel advances to employees in the ordinary course of business) or (ii) incur or guarantee any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Companyindebtedness for borrowed money; (vik) adoptthe Company shall not (i) establish, amend, adopt or increase the payments or benefits under, amend any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2ii) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, business consistent with past practice, pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees or (iii) hire any new employee; (xiiil) fail to keep the Company shall not change any of its methods of accounting or accounting practices in full force and effect insurance comparable in amount and scope to insurance now carried by the Companyany material respect; (xivm) permit the Company shall not make any tax election; (n) the Company shall not commence or allow settle any Legal Proceeding; and (o) the Company shall not agree or commit to take any of the assets of the Company to be subject to any Lien other than any Permitted Lien; actions described in clauses "(xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(ae); " through "(xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoingn)" above.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between the date of this Agreement and the Closing Date, Seller Sellers shall cause the Company to (i) conduct its business in the ordinary course of business, ; (ii) use commercially reasonable best efforts to preserve intact the current business organization of the Company, keep available the services of the Company's ’s officers, employees, and agents, and maintain the Company's ’s relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, ; (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, ; and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock; (ii) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock of the Company; (iii) adjust, split, combine, subdivide or reclassify any shares of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, under any Employee Benefit Plan; (vii) except as set forth in Section 4.94.8, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, ; (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, ; or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 15,000 individually or $25,000 45,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 35,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,00015,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoing.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement and until the Closing DateClosing, Seller shall cause the Company will, and will cause its Subsidiary to (i) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employeesconsistent with past practices, and agentspreserve and protect its business organization, assets, employment relationships, and maintain the Company's relations and good will relationships with customers, strategic partners, suppliers, customersdistributors, landlords, creditors, employees, agents landlords and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of whom the Company or outside its Subsidiary has contractual or other business relations in substantially the ordinary course same manner as it has prior to the Agreement Date consistent with its past practices. If the Company becomes aware of businessa material deterioration in the relationship with any key customer, and (iv) upon key strategic partner, key supplier, key distributor or key employee, it shall promptly bring such information to the Purchaser's attention in writing and, if requested by the Purchaser, shall exert reasonable request from Buyer, periodically report commercial efforts to Buyer concerning promptly restore the status of the business, operations and finance of the Company. (b) relationship. Without limiting the generality of Section 4.2(a), the foregoing and except as contemplated otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company shall will not, and will not permit its Subsidiary to, without the prior written consent of Buyer, take any Purchaser: amend its certificate of the following actions: (i) incorporation or bylaws or other comparable charter or organizational documents; issue, sell, repurchasecreate, redeem authorize, pledge, encumber or acquire otherwise dispose of any shares of its capital stock of the Companyany class or series or any other of its securities, or issue, grant or create any warrants, obligations, subscriptions, options, convertible securities, or other commitments to issue shares of its capital stock or any securities that are potentially exchangeable for, or convertible into, shares of its capital stock, except for the issuance of Company Capital Stock upon the exercise of Options and Warrants outstanding as of the Agreement Date; subdivide, split, combine or reclassify the outstanding shares of its capital stock of any class or series or enter into any rights, warrants, options, agreements recapitalization affecting the number of outstanding shares of its capital stock of any class or commitments with respect to the issuance series or affecting any other of such capital stock; (ii) except for the distribution of the Seller Personal Property, its securities; declare, set aside or pay any cash or stock dividend or other distribution (whether in cash, securities or property or other combination thereofproperty) in respect of its capital stock, or redeem, repurchase or otherwise acquire any shares of its capital stock or other securities, or pay or distribute any cash or property to any of the Company; its stockholders or securityholders or make any other cash payment to any of its stockholders or securityholders; incur or prepay any Indebtedness (other than a Purchaser Loan), (ii) issue, sell or amend any of its debt securities or warrants or other rights to acquire any of its debt securities, or guarantee any debt securities of another Person, (iii) adjustloan, splitadvance or lend any money (other than reasonable and normal advancement of bona fide expenses to its employees in the ordinary course of business consistent with past practices, combine, subdivide provided that no proceeds of such advances are used directly or reclassify any indirectly to purchase shares of capital stock of the Company; Company Capital Stock), (iv) amend contribute to the Charter capital of, or Bylaws of the Company; invest in, any Person, (v) except for forgive or discharge in whole or in part any outstanding loans or advances or (vi) enter into any hedging Contract or other financial agreement or arrangement designed to protect the payment Company against fluctuations in commodities prices or exchange rates; sell, lease, transfer license, pledge or otherwise dispose of or Encumber any of its properties or assets (including, without limitation, any Intellectual Property); acquire (i) by merger or consolidation with, or by purchase of all or substantially all of the Change assets or any stock of, or by any other manner, any business or Person (other than the Merger with Merger Sub contemplated by this Agreement) or enter into any negotiations, discussions or agreements for such purpose or (ii) any assets that are material to the Company individually or in Control Paymentsthe aggregate, pay or increase (except purchases of inventory and raw materials made in the ordinary course of business) ; damage, destroy or dispose of any salaries payable to any employee of its assets or director properties with an aggregate value in excess of the Company$50,000 or that are otherwise material assets or properties, whether or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, not covered by insurance; enter into, amend modify, accelerate, violate, cancel or terminate, any Material Contract (or waive series of related Material Contracts) or assign enter into any material right under (1) any contract transaction or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) take any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment action not in the ordinary course of business; business consistent with its past practices; except as required by Law, adopt, enter into, terminate or amend any Company Plan, collective bargaining agreement or employment, severance or similar Contract, (xii) make materially increase the compensation, severance or fringe benefits of, or pay any capital expenditure bonus to, any director, officer, employee or consultant or other independent contractor, (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, (iv) pay any benefit not provided for as of the date of this Agreement under any Company Plan, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the granting of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or remove existing restrictions in any Company Plan or Contracts or awards made thereunder or (vi) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; cancel, compromise, terminate, release or waive any claims or rights (or series of capital expendituresrelated claims or rights) with a value exceeding $50,000 or otherwise material claims or rights; initiate any Proceeding (other than for the routine collection of accounts receivable) or commitments for capital expenditures settle or compromise or agree to settle or compromise in connection with any Proceeding; acquire any assets with respect to property, plant or equipment in excess of $10,000 individually or $25,000 in the aggregate; change accounting principles, methods or practices or investment practices, including any changes as were necessary to conform with GAAP; change payment or processing practices or policies regarding intercompany transactions; accelerate or delay the payment of accounts payable or other Liabilities or the collection of notes or accounts receivable; (xiA) make any loans or advances agree to any Personaudit assessment by any Governmental Authority in respect of Taxes, except for advances to employees of the Company for expenses incurred (B) make, change or rescind any Tax election other than in the ordinary course of business; (xii) incur, assumebusiness or as required by applicable Law, or guaranty enter into any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waiveclosing agreement, settle or compromise any Proceeding disclosed in Schedule 2.12(a); Tax Liability or consent to any extension or waiver of the limitation period applicable to any Tax Liability or (xviC) amend any Tax Return; transfer, assign or grant any license or sublicense of any rights under or with respect to any Intellectual Property or acquire any license or sublicense of any rights under or with respect to any Intellectual Property from any third party; abandon, cancel, waive let lapse or settle expire any claims Intellectual Property that was, as of the date of the Interim Balance Sheet, or rights with a value at any time thereafter, the subject of any application or registration; materially change any insurance coverage; materially change the manner in which it extends warranties, discounts or credits to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Companycustomers; or (xix) enter into any agreement, whether oral or written, agree to do any of the foregoingthings described in the preceding clauses (i) through (xxi) of this Section 5.2(b).

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between the date of this Agreement and the Closing Date, Seller Sellers shall cause the Company to (i) conduct its business in the ordinary course of business, ; (ii) use commercially reasonable best efforts to preserve intact the current business organization of the Company, keep available the services of the Company's ’s officers, employees, and agents, and maintain the Company's ’s relations and good will with suppliers, customers, landlords, creditors, employees, agents agents, and others having business relationships with the Company, ; (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, ; and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations operations, and finance finances of the Company. (b) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, repurchase, redeem redeem, or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements agreements, or commitments with respect to the issuance of such capital stock; (ii) except for the distribution of the Seller Personal Property, declare, set aside aside, or pay any dividend or other distribution (whether in cash, securities securities, or property or other combination thereof) in respect of any shares of capital stock of the Company; (iii) adjust, split, combine, subdivide subdivide, or reclassify any shares of capital stock of the Company; (iv) amend the Charter Articles of Incorporation or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the CompanyCompany (except in the ordinary course of business); (vi) adopt, amend, or increase the payments or benefits under, under any Employee Benefit PlanPlan unless required by law; (vii) except as set forth in Section 4.94.8, enter into, amend amend, or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 10,000 in the aggregate, other than purchase orders for inventory and business supplies in the ordinary course of business consistent with past practice; (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership partnership, or other similar agreement; (4) any agreement or contract with any Company Related Person, ; or (5) any other material contract or agreement.; (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 5,000 individually or $25,000 10,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practiceobligations; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle settle, or compromise any Proceeding disclosed in Schedule on Section 2.12(a)) of the Disclosure Schedule; (xvi) cancel, waive waive, or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies policies, or procedures; (xviii) make any material change in the accounting or tax methods used by the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoing.

Operation of the Business of the Company. During the Pre-Closing Period, the Company shall ensure that: (a) Except the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as contemplated by this Agreement or with the such business and operations have been conducted prior written consent of Buyer, between to the date of this Agreement and the Closing Date, Seller shall cause Agreement; (b) the Company to (i) conduct its business in the ordinary course of business, (ii) shall use commercially reasonable best efforts to preserve intact the its current business organization of the Companyorganization, keep available the services of the Company's officers, employees, its current officers and agents, employees and maintain the Company's its relations and good will with all material suppliers, customers, landlords, creditors, employees, agents employees and others other Persons having business relationships with the Company, ; (iiic) confer with Buyer prior the Company shall not cancel any of its respective insurance policies identified in Part 2.17 of the Disclosure Schedule; (d) the Company’s officers shall report regularly to implementing operational decisions of a nature which are either material in respect Parent concerning the status of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.; (be) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall notnot declare, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock; (ii) except for the distribution of the Seller Personal Property, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock or other securities, nor repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (other than unvested shares from any person whose employment terminates); (f) the Company shall not sell, issue or authorize the issuance of: (i) any capital stock or other security; (ii) any option or right to acquire any capital stock (or cash based on the value of capital stock) or other security; or (iii) any instrument convertible into or exchangeable for any capital stock (or cash based on the value of capital stock) or other security (except that the Company shall be permitted to issue Company Capital Stock upon the exercise of Company Options or Company Warrants, or upon the conversion of Company Preferred Stock or convertible promissory notes, in each case outstanding as of the date of this Agreement and in accordance with their terms as in effect on the date of this Agreement); (g) the Company shall not amend or waive any of its rights under, or permit the acceleration of vesting under: (i) any provision of any Company Option Plans; (ii) any provision of any agreement evidencing any outstanding Company Option; or (iii) any provision of any restricted stock agreement; (h) the Company shall not amend or permit the adoption of any amendment to its Charter Documents, or effect or permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (i) the Company shall not form any Subsidiary or acquire any equity interest or other interest in any other Entity; (j) the Company shall not make any capital expenditure, except for capital expenditures that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $50,000; (k) the Company shall not: (i) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract, other than Material Contracts for the sale of products in the ordinary course of business consistent with past practices; or (ii) materially amend or prematurely terminate, or waive any material right or remedy under, any such Contract; (l) the Company shall not enter into any Contract: (i) with respect to manufacturing, assembly or warehousing services; (ii) with respect to the sale, lease or delivery of equipment (other than Contracts for the sale of products in the ordinary course of business consistent with past practices); (iii) that obligates the Company (or otherwise contemplates) the grant of a license in the future (whether based on the occurrence or non-occurrence of a particular event or otherwise); (iv) with any Governmental Body or any university, college or other educational institution; (v) that contains: (A) any automatic price adjustment mechanisms; or (B) any commitment on the part of the Company with respect to the maintenance of prices of products for any period of time; (vi) that contains indemnification (or similar) obligations on the part of the Company (other than customary intellectual property indemnification obligations in the ordinary course of business consistent with past practices); (vii) that includes performance-related penalties on the part of the Company; (viii) that obligates the Company to accept any purchase order or similar order; (ix) that includes volume purchase commitments; (x) involving commitments of non-recurring engineering; or (xi) that contains commitments with respect to products (including commitments for future development of products, providing upgrades to products or the shipment of products) that are not terminable by the Company (without penalty) on notice of less than 90 days; (m) the Company shall not: (i) acquire, lease or license any right or other asset from any other Person for an aggregate value in excess of $25,000; (ii) sell or otherwise dispose of, or lease or license, any material right or other material asset to any other Person; or (iii) waive or relinquish any material right, except, in each case, in the ordinary course of business consistent with past practices; (n) the Company shall not: (i) lend money to any Person (except that the Company may make routine travel advances to current employees of the Company in the ordinary course of business consistent with past practices); or (ii) incur or guarantee any indebtedness for borrowed money; (o) the Company shall not: (i) establish, adopt, in any material respect amend or terminate any material Company Employee Plan, except as required by any Legal Requirement; (ii) pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment, other than payments paid in the ordinary course of business and consistent with past practices; (iii) increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to any of its directors, officers or employees; (iv) promote or change the title of any of its employees (retroactively or otherwise); or (v) hire or make an offer to hire any new employee; (p) except as required by any applicable Legal Requirement or GAAP, the Company shall not change any of its methods of accounting or accounting practices in any material respect; (q) the Company shall not make or change any Tax election, adopt or change a material accounting method in respect of Taxes, enter into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or comprise a claim, notice, audit report or assessment in respect of Taxes, or consent to an extension or waiver of the statutory limitation period applicable to a claim or assessment in respect of Taxes, or negotiate, apply for or receive a Tax ruling on its own behalf or on behalf of any of the stockholders or directors, officers or employees of the Company; (iiir) adjust, split, combine, subdivide the Company shall not commence or reclassify settle any shares of capital stock of the CompanyLegal Proceeding (other than to enforce its rights under this Agreement); (ivs) amend the Charter Company shall not apply for or Bylaws of the Companyaccept any Grant; (vt) except for the Company shall not accelerate the collection of any accounts receivable or delay the payment of the Change in Control Payments, pay or increase (except any accounts payable other than in the ordinary course of business; and (u) the Company shall not agree or commit to take any salaries payable of the actions described in clauses “(e)” through “(t)” above. Notwithstanding the foregoing, the Company may take any action (i) described in clauses “(c)” and “(e)” through “(u)” above if Parent gives its prior written consent to any employee or director the taking of such action by the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or which consent shall not be unreasonably withheld with respect to the Company, of at least $50,000 matters described in the aggregate, clauses “(2) any contract j),” “(k)” or agreement with any Material Customer“(l)” above; (3ii) any joint venture, partnership or other similar agreementexpressly contemplated by this Agreement; (4) any agreement or contract with any Company Related Person, or (5iii) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed described in Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoing4.2.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with Without the prior written consent of BuyerParent, between during the Pre-Closing Period: (a) the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement and the Closing Date, Seller shall cause Agreement; (b) the Company to (i) conduct its business in the ordinary course of business, (ii) shall use commercially reasonable efforts to preserve intact the its current business organization of the Companyorganization, keep available the services of the Company's officers, employees, its current officers and agents, employees and maintain the Company's its relations and good will with all suppliers, customers, landlords, creditors, employees, agents employees and others other Persons having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.; (bc) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any keep in full force all insurance policies identified in Part 2.17 of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stockDisclosure Schedule; (iid) except for the distribution of the Seller Personal PropertyCompany shall not declare, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock, and the Company shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to the Company; (iii) adjust, split, combine, subdivide or reclassify any shares of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (ve) except for the payment issuance of shares of Company Common Stock upon exercise or conversion of presently outstanding Company Preferred Stock, Company Options or the Company Warrant, the Company shall not sell, issue or authorize the issuance of (i) any capital stock or other security, (ii) any option or right to acquire any capital stock or other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (f) except as contemplated by this Agreement, the Company shall not amend or permit the adoption of any amendment to the articles of incorporation or bylaws of the Change Company, or effect or permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) the Company shall not form any subsidiary or acquire any equity interest or other interest in Control Paymentsany other Entity; (h) the Company shall not make any capital expenditure, pay except for capital expenditures that, when added to all other capital expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $50,000 per month; (i) the Company shall not (i) enter into, or increase permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract or (ii) amend or prematurely terminate, or waive any material right or remedy under, any such Material Contract; (j) the Company shall not (i) lend money to any Person (except that the Company may make routine travel advances to employees in the ordinary course of business) or (ii) incur or guarantee any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Companyindebtedness for borrowed money; (vik) adoptthe Company shall not (i) establish, amend, adopt or increase the payments or benefits under, amend any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2ii) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, business consistent with past practice, pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees or (iii) hire any new employee; (xiiil) fail to keep the Company shall not change any of its methods of accounting or accounting practices in full force and effect insurance comparable in amount and scope to insurance now carried by the Companyany material respect; (xivm) permit the Company shall not make any tax election; (n) the Company shall not commence or allow settle any Legal Proceeding; and (o) the Company shall not agree or commit to take any of the assets of the Company to be subject to any Lien other than any Permitted Lien; actions described in clauses "(xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(ae); " through "(xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoingn)" above.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement and until the Closing DateClosing, Seller shall cause each of the Company to Acquired Companies will (ia) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) use commercially reasonable efforts to preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of Section 4.2(a), the foregoing and except as contemplated otherwise expressly permitted by this Agreement, between none of the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, Acquired Companies will take any of the following actions: (ia) amend its memorandum of association or articles of association or other comparable charter or organizational documents; (b) change its authorized shares or issued capital stock, or, except for the issuance of Company Capital Shares upon the exercise of Options outstanding as of the date of this Agreement, issue, sell, grant, repurchase, redeem redeem, pledge or acquire otherwise dispose of or Encumber any shares of capital stock of the Companyor other voting securities or any securities convertible, exchangeable or redeemable for, or grant or enter into any rights, warrants, options, agreements warrants or commitments with respect other rights to the issuance of acquire, any such capital stocksecurities; (iic) except for the distribution divide, combine, split, combine or reclassify of the Seller Personal Property, any of its shares; (d) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereofproperty) in respect of any shares of capital stock of the Companyits shares; (e) (i) incur any Indebtedness, other than Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) issue, sell or amend any of its debt securities or warrants or other rights to acquire any of its debt securities, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (iii) adjustloan, split, combine, subdivide or reclassify any shares advance (other than advancement of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except expenses to its employees in the ordinary course of business) any salaries payable or contribute to any employee or director of the Companycapital of, or pay invest in, any bonuses other Person, other than the Company or (iv) enter into any hedging Contract or other financial agreement or arrangement designed to any employee protect the Company against fluctuations in commodities prices or director of the Companyexchange rates; (vif) adoptsell, amendlease, transfer license, pledge or increase the payments otherwise dispose of or benefits underEncumber any of its properties or assets (including, without limitation, any Employee Benefit PlanIntellectual Property rights), other than (i) such actions taken in the ordinary course of business consistent with past practice or (ii) as required by any Contract in effect as of the date of this Agreement; (viig) except as set forth in Section 4.9, enter into, amend acquire (i) by merger or terminateconsolidation with, or waive by purchase of all or assign a substantial portion of the assets or any material right under shares of, or by any other manner, any business or Person or (1ii) any contract or agreement of the Company having a value per contract, or involving payments by or assets that are material to the Company, of at least $50,000 Acquired Companies individually or in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties except purchases of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment and raw materials in the ordinary course of business; (xh) make damage, destroy or lose any capital expenditure of its assets or properties with an aggregate value in excess of $100,000, whether or not covered by insurance; (i) enter into, modify in material respects, accelerate, cancel or terminate, except in the ordinary course of business, any Material Contract (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregaterelated Material Contracts); (xii) make except (i) for any loans annual increases in employee compensation made in the ordinary course of business, or advances (ii) as required by Law, adopt, enter into, terminate or amend any Company Plan, collective bargaining agreement or employment, severance or similar Contract, (ii) increase the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant or other independent contractor, (iii) amend or accelerate the payment, right to payment or vesting of any Personcompensation or benefits, except (iv) pay any benefit not provided for advances to employees as of the date of this Agreement under any Company for expenses incurred Plan, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the granting of share options, share appreciation rights, share based or share related awards, performance units or restricted shares, or remove existing restrictions in any Company Plan or Contracts or awards made thereunder or (vi) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; (k) cancel, compromise, release or waive any claims or rights (or series of related claims or rights) with a value exceeding $100,000 or otherwise outside the ordinary course of business; (xiil) incursettle or compromise in connection with any Proceeding; (m) make any capital expenditure or any other expenditure with respect to property, assume, plant or guaranty any indebtedness for borrowed money or capitalized lease obligations equipment in excess of $25,000 or outside of 100,000 in the ordinary course of business, consistent with past practiceaggregate; (xiiin) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Companychange accounting principles, methods or practices or investment practices; (xivo) permit change payment or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lienprocessing practices or policies regarding intercompany transactions; (xvp) cancel, waiveaccelerate or delay the payment of accounts payable or other Liabilities or in the collection of notes or accounts receivable; (q) make or rescind any Tax election, settle or compromise any Proceeding disclosed in Schedule 2.12(a)Tax Liability or amend any Tax Return; (xvir) cancelparticipate in activity of the type sometimes referred to as “trade loading” or “channel stuffing” or any other activity that reasonably could be expected to result in an increase, waive temporary or settle any claims or rights with a value otherwise, in the demand for the products offered by the Acquired Companies prior to the Company Closing, including sales of a product (i) with payment terms longer than terms customarily offered by the Acquired Companies for such product, (ii) at a greater discount from listed prices than customarily offered for such product, other than pursuant to a promotion of a nature previously used in excess the ordinary course of $10,000business for such product, (iii) at a price that does not give effect to any general increase in the list price for such product publicly announced prior to the Closing Date, (iv) with shipment terms more favorable to the customer than shipment terms customarily offered by the Acquired Companies for such product, (v) in a quantity greater than the reasonable resale requirement of the particular customer, (vi) in conjunction with other material benefits to the customer not previously offered in the ordinary course of business to such customer or (vii) accelerating the timing of any new releases for existing products; (xviis) make transfer, assign or grant any change in connection license or sublicense of any rights under or with its accounts payable or accounts receivable terms, policies or proceduresrespect to any Intellectual Property; (xviiit) make abandon, cancel, let lapse or expire any material change in Intellectual Property that was, as of the accounting date of the Balance Sheet, or tax methods used at any time thereafter, the subject of any application or registration; (u) do anything that would have a Material Adverse Effect on the Company; or (xixv) enter into any agreement, whether oral or written, agree to do any of the foregoingthings described in the preceding clauses (a) through (u) of this Section 5.2.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of BuyerParent (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Closing Date, Seller shall cause the Company to (i) shall conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact business consistent with past practice and in substantially the current business organization of the Company, keep available the services of the Company's officers, employeessame manner previously conducted. In addition, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) Without without limiting the generality of Section 4.2(a)the foregoing, except as for matters set forth in Section 5.01(a) of the Company Disclosure Letter or otherwise expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of BuyerParent (which consent shall not be unreasonably withheld, delayed or conditioned) take any of the following actions: (i) issuein the case of the Company, sell(A) declare, repurchaseset aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (B) split, combine, reclassify or otherwise amend any terms of any shares or series 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 (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company, Company or grant any other securities thereof or enter into any rights, warrantswarrants or options to acquire any such shares or other securities, optionsother than pursuant to this Agreement or any Options outstanding as of the date hereof or pursuant to existing agreements set forth on Section 5.01(a)(i) of the Company Disclosure Letter under which the Company has the option to repurchase shares upon occurrence of certain events, agreements such as the termination of employment, or commitments with respect to through the issuance exercise of such capital stockany right of first refusal; (ii) except for the distribution of the Seller Personal Propertyissue, declaredeliver, set aside sell, pledge, encumber or pay any dividend or other distribution grant (whether in cash, securities or property or other combination thereofA) in respect of any shares of its capital stock, other than the issuance of the Company Common Stock upon the exercise of Options outstanding on the date of this Agreement and in accordance with their present terms, (B) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any shares of such capital stock of of, or other equity or voting interests in the CompanyCompany or (C) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (iii) adjustamend the certificate of incorporation, split, combine, subdivide bylaws or reclassify any shares of capital stock other comparable charter or organizational documents of the Company; (iv) amend the Charter or Bylaws except (A) for matters set forth on Section 5.01(a)(iv) of the Company Disclosure Letter, (B) as required pursuant to the terms of any Benefit Plan, Benefit Agreement or other written agreement, in each case as in effect on the date of this Agreement, (C) as required to comply with applicable Law or GAAP, or (D) as expressly contemplated by this Agreement, (1) grant to any Company Personnel any increase in compensation, (2) grant to any Company Personnel any increase in severance or termination pay, (3) enter into any severance or termination agreement with any Company Personnel, (4) take any action to accelerate any rights or benefits, or make any material determinations, under any Benefit Plan, (5) hire any person to be employed by the Company other than pursuant to an at-will employment arrangement that can be terminated without Liability to the Company or terminate the employment or work relationship of any employee or contractor of the Company other than a termination for cause, (6) enter into or adopt any plan, program or arrangement that would constitute a Benefit Plan or Benefit Agreement if in place on the date hereof other than entering into offer letters with new employees that are terminable at-will without Liability to the Company, or (7) amend any Benefit Plan or Benefit Agreement; (v) sell, lease (as lessor), license, abandon or otherwise dispose of or subject to any Lien (other than Permitted Liens) any properties or assets (including Intellectual Property) that are material, individually or in the aggregate, to the Company, taken as a whole, except for the payment sales and licenses of the Change in Control Paymentsproducts, pay services, inventory, Intellectual Property, personal property and excess or increase (except obsolete assets in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (x) make any capital expenditure (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, business consistent with past practice; (xiiivi) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by (A) incur any Indebtedness for borrowed money or guarantee any such Indebtedness of another person, issue or sell any debt securities or warrants of the Company, guarantee any debt securities of another person, except for borrowings incurred in the ordinary course of business consistent with past practice, or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than to or in the Company, except for extensions of credit in the ordinary course of business consistent with past practice; (xivvii) permit or allow file any of the assets of the Company to be subject amendment to any Lien other than Tax Return or make any Permitted Lien; (xv) cancelelection relating to Taxes, waivechange any election relating to Taxes already made, adopt or change any accounting method relating to Taxes, enter into any closing agreement relating to Taxes, settle or compromise any Proceeding disclosed claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment; provided, however, that nothing in Schedule 2.12(a)this Section 5.01(a)(vii) shall prevent the Company from filing its Tax Returns as they become due in a manner consistent with past practice (except as otherwise required by applicable law) or paying its Taxes as they become due; (xviviii) cancelamend, waive terminate or settle allow to lapse any claims or rights with a value Permit relating to the Company other than (A) as required by applicable Law or (B) any such action in the ordinary course of business but only where such action would not reasonably be expected to be material to the Company ; (ix) (A) limit the right of the Company to engage in any line of business, to develop, market or distribute products or services, or to compete with any person or (B) grant any exclusive distribution rights to any person; (x) enter into, amend in any material respect, terminate or allow to lapse any Material Contract, other than in the ordinary course of business consistent with past practice and only where such action would not reasonably be expected to have a Company Material Adverse Effect; (xi) make or incur any purchase commitment (including commitments for capital expenditures) requiring payments in each case in excess of $10,000; (xvii) make any change in connection with its accounts payable 50,000 individually or accounts receivable terms, policies or procedures; (xviii) make any material change $100,000 in the accounting or tax methods used the Companyaggregate; or (xixxii) enter into authorize any agreementof, whether oral or writtencommit or agree to take any of, to do any of the foregoingforegoing actions.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement and until the Closing DateClosing, Seller shall cause each of the Company to Acquired Companies will (ia) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) use commercially reasonable efforts to preserve and protect its business organization, assets, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of Section 4.2(a), the foregoing and except as contemplated otherwise expressly permitted by this Agreement, between none of the date Acquired Companies will take any of this Agreement and the Closing Date, the Company shall not, following actions without the prior written consent of Buyerthe Purchaser (which shall not be unreasonably withheld, take any delayed or conditioned): (a) amend its certificate of incorporation, bylaws or other comparable charter or organizational documents; (b) change its authorized or issued capital stock, or, except for the issuance of Company Capital Stock upon the exercise of Options or upon the conversion of Company Capital Stock outstanding as of the following actions: (i) date of this Agreement, issue, sell, grant, repurchase, redeem redeem, pledge or acquire otherwise dispose of or Encumber any shares of its capital stock of the Companyor other voting securities or any securities convertible, exchangeable or redeemable for, or grant or enter into any rights, warrants, options, agreements warrants or commitments with respect other rights to the issuance acquire, any such securities; (c) split, combine or reclassify of such any of its capital stock; (iid) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereofproperty) in respect of any shares of its capital stock of the Companystock; (e) (i) incur any Indebtedness, (ii) issue, sell or amend any of its debt securities or warrants or other rights to acquire any of its debt securities, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (iii) adjustloan, split, combine, subdivide or reclassify any shares advance (other than advancement of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except expenses to its employees in the ordinary course of business) any salaries payable or contribute to any employee or director of the Companycapital of, or pay invest in, any bonuses other Person, other than the Company or (iv) enter into any hedging Contract or other financial agreement or arrangement designed to any employee protect the Company against fluctuations in commodities prices or director of the Companyexchange rates; (vif) adoptsell, amendlease, transfer license, pledge or increase the payments otherwise dispose of or benefits under, Encumber any Employee Benefit Planof its Intellectual Property rights or any of its other material properties or material assets; (viig) except as set forth in Section 4.9, enter into, amend acquire (i) by merger or terminateconsolidation with, or waive by purchase of all or assign a substantial portion of the assets or any material right under stock of, or by any other manner, any business or Person or (1ii) any contract or agreement of the Company having a value per contract, or involving payments by or assets that are material to the Company, of at least $50,000 Acquired Companies individually or in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties except purchases of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment and raw materials in the ordinary course of business; (xh) enter into, modify, accelerate, cancel or terminate any Material Contract (or series of related Material Contracts); (i) except as required by Law, adopt, enter into, terminate or amend any Company Plan, collective bargaining agreement or employment, severance or similar Contract, (ii) increase the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant or other independent contractor, other than pursuant to this Agreement (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, (iv) other than pursuant to the Xxxxxx Rights Plan and the Employee Rights Plan, pay any benefit not provided for as of the date of this Agreement under any Company Plan, (v) other than pursuant to this Agreement, grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the granting of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or remove existing restrictions in any Company Plan or Contracts or awards made thereunder or (vi) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; (j) cancel, compromise, release or waive any claims or rights (or series of related claims or rights) with a value exceeding $25,000 or otherwise outside the ordinary course of business; (k) settle or compromise in connection with any Proceeding; (l) make any capital expenditure (or series of capital expenditures) any other expenditure with respect to property, plant or commitments for capital expenditures equipment in excess of $10,000 individually or $25,000 50,000 in the aggregate; (xim) make change accounting principles, methods or practices or investment practices, including any loans changes as were necessary to conform with GAAP; (n) change payment or advances to any Personprocessing practices or policies regarding intercompany transactions; (o) accelerate or delay the payment of accounts payable or other Liabilities or in the collection of notes or accounts receivable, except for advances to employees of the Company for expenses incurred other than in the ordinary course of business; (xiip) incurmake or rescind any Tax election, assumesettle or compromise any Tax Liability or amend any Tax Return; (q) participate in activity of the type sometimes referred to as “trade loading” or “channel stuffing” or any other activity that reasonably could be expected to result in an increase, temporary or guaranty any indebtedness otherwise, in the demand for borrowed money or capitalized lease obligations the products offered by the Acquired Companies prior to the Closing, including sales of a Product (i) with payment terms longer than terms customarily offered by the Acquired Companies for such Product, (ii) at a greater discount from listed prices than customarily offered for such Product, other than pursuant to a promotion of a nature previously used in excess of $25,000 or outside of the ordinary course of businessbusiness for such Product, (iii) at a price that does not give effect to any general increase in the list price for such Product publicly announced prior to the Closing Date, (iv) in a quantity greater than the reasonable resale requirement of the particular customer, or (vi) in conjunction with other material benefits to the customer not previously offered in the ordinary course of business to such customer; (r) transfer, assign or grant any license or sublicense of any rights under or with respect to any Intellectual Property except on a non-exclusive in the ordinary course of business consistent with past practice; (xiiis) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by abandon, cancel, let lapse or expire any Intellectual Property that was, as of the Companydate of the Balance Sheet, or at any time thereafter, the subject of any application or registration; (xivt) permit or allow any of amend the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the CompanyEmployee Rights Plan; or (xixu) enter into any agreement, whether oral or written, agree to do any of the foregoingthings described in the preceding clauses (a) through (s) of this Section 5.2.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with Without the prior written consent of BuyerParent during the Pre-Closing Period, between and except as otherwise contemplated or permitted by this Agreement: (a) the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement Agreement, shall pay its debts and the Closing DateTaxes when due (subject to good faith disputes, Seller if any, over such debts and Taxes), and shall cause pay or perform its other obligations when due; (b) the Company shall use reasonable efforts to (i) conduct preserve intact its current business in the ordinary course of businessorganization, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, its current officers and agents, employees and (iii) maintain the Company's its relations and good will with all suppliers, customers, landlords, creditors, employees, agents employees and others other Persons having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.; (bc) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall notnot declare, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock; (ii) except for the distribution of the Seller Personal Property, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock; (d) the Company shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities other than pursuant to Contracts in effect as of the date of this Agreement; (e) except for Company Common Stock issued upon the exercise of options and warrants to purchase Company Common Stock and any convertible promissory notes outstanding on the date of this Agreement and upon the conversion of Company Preferred Stock, the Company shall not sell, issue or authorize the issuance of (i) any capital stock or other security, (ii) any option or right to acquire any capital stock or other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (f) the Company shall not amend the articles of incorporation or bylaws of the Company, or effect or permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) the Company shall not form any subsidiary or acquire any equity interest or other interest in any other Entity; (h) the Company shall not (i) establish, adopt or amend any employee benefit plan, (ii) pay any bonus or make any profit-sharing payment, severance, cash incentive payment or similar payment to, increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or accelerate the vesting of any Company Option or any Company Common Stock subject to vesting or (iii) hire any new employee or terminate any current employee; (i) the Company shall not change any of its methods of accounting or accounting practices; (j) the Company shall not make any Tax election; (k) the Company shall not commence or settle any Legal Proceeding; (l) the Company shall not enter into any license agreement with respect to or otherwise transfer any rights to any Company Proprietary Asset, or except in the ordinary course of business enter into any license with respect to any Proprietary Asset of any other person or entity; (m) the Company shall not enter into or amend any Contract pursuant to which any other party is granted marketing, distribution or similar rights of any type or scope with respect to any products or technology of the Company; (iiin) adjust, split, combine, subdivide the Company shall not amend or reclassify otherwise modify or violate the terms of any shares of capital stock of the CompanyCompany Contracts set forth or described in the Disclosure Schedule; (ivo) amend the Charter or Bylaws of the Company; Company shall not incur any indebtedness for borrowed money (v) except for the payment of the Change in Control Payments, pay or increase (except other than indebtedness to trade creditors in the ordinary course of business) or guarantee any salaries payable to such indebtedness or issue or sell any employee debt securities or director guarantee any debt securities of the Company, or pay any bonuses to any employee or director of the Companyothers; (vip) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or shall not grant any loans to the Company, of at least $50,000 in the aggregate, others (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions advances of obsolete or unsaleable inventory or equipment employee travel expenses in the ordinary course of businessbusiness consistent with past practices) or purchase debt securities of others or amend the terms of any outstanding loan agreement; (xq) make the Company shall not revalue any capital expenditure of its assets, including without limitation writing down the value of inventory or writing off notes; (r) other than obligations existing as of the date of this Agreement, the Company shall not pay, discharge or series of capital expenditures) or commitments for capital expenditures satisfy, in an amount in excess of $10,000 individually (in any one case) or $25,000 (in the aggregate;), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise); and (xis) make any loans or advances to any Person, except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xii) incur, assume, shall not agree or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail commit to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow take any of the assets of the Company to be subject to any Lien other than any Permitted Lien; actions described in clauses "(xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(ac); " through "(xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoingr)" above.

Operation of the Business of the Company. During the Pre-Closing Period, the Company shall ensure that: (a) Except the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as contemplated by this Agreement or with the such business and operations have been conducted prior written consent of Buyer, between to the date of this Agreement and the Closing Date, Seller shall cause Agreement; (b) the Company to (i) conduct its business in the ordinary course of business, (ii) shall use commercially reasonable efforts to preserve intact the its current business organization of the Companyorganization, keep available the services of the Company's officers, employees, its current officers and agents, employees and maintain the Company's its relations and good will with all suppliers, customers, landlords, creditors, employees, agents employees and others other Persons having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.; (bc) Without limiting the generality of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take not cancel any of the following actions: (i) issue, sell, repurchase, redeem or acquire any shares of capital stock its respective insurance policies identified in Part 2.17 of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stockDisclosure Schedule; (iid) except for the distribution of the Seller Personal PropertyCompany shall not declare, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock of the Company; (iii) adjustor other securities, splitnor repurchase, combine, subdivide redeem or reclassify otherwise reacquire any shares of capital stock of the Companyor other securities; (ive) amend the Charter Company shall not sell, issue or Bylaws authorize the issuance of: (i) any capital stock or other security; (ii) any option or right to acquire any capital stock (or cash based on the value of capital stock) or other security; or (iii) any instrument convertible into or exchangeable for any capital stock (or cash based on the value of capital stock) or other security (except that the Company shall be permitted to issue Company Capital Stock upon the exercise of Company Options or Company Warrants, or upon the conversion of Company Preferred Stock, in each case outstanding as of the Companydate of this Agreement and in accordance with their terms as in effect on the date of this Agreement; (vf) the Company shall not amend or waive any of its rights under, or permit the acceleration of vesting under: (i) any provision of any Company Option Plan; (ii) any provision of any agreement evidencing any outstanding Company Option; or (iii) any provision of any restricted stock agreement; (g) the Company shall not amend or permit the adoption of any amendment to the Company’s Charter Documents, or effect or permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (h) the Company shall not form any Subsidiary or acquire any equity interest or other interest in any other Entity; (i) the Company shall not make any capital expenditure, except for the payment capital expenditures that, when added to all other capital expenditures made on behalf of the Change Company during the Pre-Closing Period, do not exceed $50,000; (j) the Company shall not: (i) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Material Contract (including any Contract relating to the manufacture or assembly of any products of the Company and any lease of any real property to be occupied by the Company); or (ii) amend or prematurely terminate, or waive any material right or remedy under, any such Contract; (k) the Company shall not: (i) acquire, lease or license any right or other asset from any other Person for an aggregate value in Control Paymentsexcess of $25,000; (ii) sell or otherwise dispose of, pay or increase lease or license, any right or other asset to any other Person; or (iii) waive or relinquish any right, material to the conduct of the business of the Company as currently conducted; (l) the Company shall not: (i) lend money to any Person (except that the Company may make routine travel advances to current employees of the Company in the ordinary course of businessbusiness consistent with past practices); or (ii) incur or guarantee any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Companyindebtedness for borrowed money; (vim) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; Company shall not: (viii) except as set forth in Section 4.9contemplated by this Agreement, enter intoestablish, adopt, amend or terminate, or waive or assign terminate any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material CustomerEmployee Plan; (3ii) pay any joint venturebonus or make any profit-sharing payment, partnership cash incentive payment or other similar agreement; (4) any agreement or contract with any Company Related Personpayment, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment commissions paid in the ordinary course of businessbusiness and consistent with past practices; (iii) increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to any of its directors, officers or employees; (iv) promote or change the title of any of its employees (retroactively or otherwise); or (v) hire or make an offer to hire any new employee; (xn) make except as required by GAAP, the Company shall not change any capital expenditure (of its methods of accounting or series of capital expenditures) or commitments for capital expenditures accounting practices in excess of $10,000 individually or $25,000 in the aggregateany material respect; (xio) the Company shall not make or change any loans Tax election, adopt or advances change a material accounting method in respect of Taxes, enter into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or comprise a claim, notice, audit report or assessment in respect of Taxes, or consent to any Person, except for advances to employees an extension or waiver of the Company for expenses incurred statutory limitation period applicable to a claim or assessment in the ordinary course respect of businessTaxes; (xiip) incur, assume, the Company shall not commence or guaranty settle any indebtedness Legal Proceeding other than: (i) for borrowed money or capitalized lease obligations routine collection of bills; (ii) in excess such cases where it in good faith determines that failure to commence a suit would result in material impairment of $25,000 or outside a valuable aspect of the ordinary course of its business, consistent with past practiceprovided that it notifies Parent prior to the filing of such suit; or (iii) for breach of this Agreement; (xiiiq) fail the Company shall not accelerate the collection of any accounts receivable or delay the payment of any accounts payable; and (r) the Company shall not agree or commit to keep take any of the actions described in full force and effect insurance comparable in amount and scope clauses “(d)” through “(q)” above. Notwithstanding the foregoing, the Company may take any action described in: (i) clauses “(d)” through “(q)” above if: (A) Parent gives its prior written consent to insurance now carried the taking of such action by the Company; ; or (xivB) permit or allow any such action is expressly contemplated by this Agreement; and (ii) Part 4.2 of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Disclosure Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights after consultation with a value to the Company in excess of $10,000; (xvii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) enter into any agreement, whether oral or written, to do any of the foregoingParent.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement until the Closing, except as otherwise expressly provided herein, each of the OpCo and the Closing DateCompany will, Seller shall cause and the Company to will cause its other Subsidiaries to, (ia) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (ivb) upon use commercially reasonable request from Buyerefforts to preserve and protect its business organization, periodically report assets (including files relating to Buyer concerning the status of the business, operations and finance of intellectual property matters maintained by the Company. (b) 's intellectual property counsel), employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of Section 4.2(a), the foregoing and except as contemplated otherwise expressly permitted by this Agreement, between neither the OpCo nor the Company will take, and the Company will cause its other Subsidiaries to not take, any of the following actions without the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed): amend its certificate of incorporation or bylaws or other comparable charter or organizational documents; change its authorized or issued capital stock, or, except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreement and the Closing DateAgreement, the Company shall not, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, grant, repurchase, redeem redeem, pledge or acquire otherwise dispose of or Encumber (other than through a Permitted Encumbrance) any shares of its capital stock of the Companyor other voting securities or any securities convertible, exchangeable or redeemable for, or grant or enter into any rights, warrants, options, agreements warrants or commitments with respect other rights to the issuance acquire, any such securities; split, combine or reclassify of such any of its capital stock; (ii) except for the distribution of the Seller Personal Property, ; declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereofproperty) in respect of any shares of its capital stock of the Companystock; (i) incur any Indebtedness in excess of $250,000 or otherwise outside the ordinary course of business, (ii) issue, sell or amend any of its debt securities or warrants or other rights to acquire any of its debt securities, guarantee any debt securities of another Person, enter into any "keep well" or other Contract to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing (for the avoidance of doubt excluding the payment or repayment of outstanding Indebtedness), (iii) adjustloan, split, combine, subdivide or reclassify any shares advance (other than advancement of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except expenses to its employees in the ordinary course of business) any salaries payable or contribute to any employee or director of the Companycapital of, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits underinvest in, any Employee Benefit Plan; (vii) except as set forth in Section 4.9other Person, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of other than the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 other than in the aggregate, ordinary course of business or (2iv) enter into any contract or agreement with any Material Customer; (3) any joint venture, partnership hedging Contract or other similar agreement; (4) any financial agreement or contract with arrangement designed to protect the Company against fluctuations in commodities prices or exchange rates; sell, lease, transfer license, pledge or otherwise dispose of or Encumber any Company Related Person, of its properties or assets (5) including any Intellectual Property rights other material contract or agreement. (viii) acquire assets or other properties than licenses of any Person outside of Intellectual Property granted in the ordinary course of business; ); acquire (ixi) except for the distribution by merger or consolidation with, or by purchase of all or a substantial portion of the Seller Personal Property, sell, leaseassets or any stock of, or otherwise dispose by any other manner, any business or Person or (ii) any assets that are material to the Company individually or in the aggregate, except purchases of inventory and raw materials in the ordinary course of business; voluntarily destroy or damage any of its assets or properties with an aggregate value in excess of $100,000, except to the Company other than dispositions extent such excess is covered by insurance; enter into, modify, accelerate, cancel or terminate any Material Contract (or series of obsolete or unsaleable inventory or equipment related Material Contracts), except in the ordinary course of business; (xi) except as required by Law, adopt, enter into, terminate or amend any Company Plan, collective bargaining agreement or employment, severance or similar Contract, (ii) other than in the ordinary course of business and consistent with past practice, increase the compensation or fringe benefits of, or adopt any bonus plan or arrangement for, any director, officer, employee or consultant or other independent contractor, (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, (iv) pay any benefit under a Company Plan that was not provided for under a Company Plan in effect as of the date of this Agreement,(v) grant any equity awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the granting of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or remove existing restrictions in any Company Plan or Contracts or awards made thereunder or (v) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; cancel, compromise, release or waive any claims or rights (or series of related claims or rights) with a value exceeding $100,000 or otherwise outside the ordinary course of business; settle or compromise in connection with any Proceeding; make any capital expenditure (or series of capital expenditures) any other expenditure with respect to property, plant or commitments for capital expenditures equipment in excess of $10,000 individually or $25,000 100,000 in the aggregate; (xi) make ; change accounting principles, methods or practices or investment practices, including any loans changes as were necessary to conform with GAAP; change payment or advances to processing practices or policies regarding intercompany transactions; accelerate or delay any Personpayment of accounts payable or other Liabilities or in the collection of notes or accounts receivable, except for advances to employees of the Company for expenses incurred other than in the ordinary course of business; (xii) incur, assume, ; make or guaranty rescind any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waiveTax election, settle or compromise any Proceeding disclosed material Tax Liability or amend any material Tax Return; ship any product manufactured or sold by the OpCo more than seven days ahead of the date requested by the customer thereof; transfer, assign or grant any out-bound license or out-bound sublicense of any material rights under or with respect to any Intellectual Property of the Company, other than in Schedule 2.12(a); the ordinary course of business (xvi) cancel, waive or settle any claims or rights with a value and excluding licenses and sublicenses to the Company in excess of $10,000; (xvii) make any change extent that such licenses or sublicenses are granted in connection with its accounts payable the sale of a product to customers); abandon, cancel, let lapse or accounts receivable termsexpire any Intellectual Property that was, policies as of the date of the Balance Sheet, or procedures; (xviii) make at any material change in time thereafter, the accounting subject of any application or tax methods used the Companyregistration; or (xix) enter into any agreement, whether oral or written, agree to do any of the foregoingthings described in the preceding clauses (a) through (t) of this Section 5.2.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with During the prior written consent of Buyer, between the date of this Agreement and the Pre-Merger Closing Date, Seller shall cause the Company to (i) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company. (b) Without limiting the generality of Section 4.2(a)Period, except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of BuyerParent (which consent shall not be unreasonably withheld, take any of the following actions:conditioned or delayed): (ia) issue, sell, repurchase, redeem or acquire any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to Company shall not conduct its business and operations except in the issuance of such capital stockordinary course; (iib) except for the distribution of the Seller Personal PropertyCompany shall not declare, declareaccrue, set aside or pay any dividend or make any other distribution (whether in cashrespect of any shares of capital stock, securities or property make any other actual, constructive or other combination thereof) deemed distribution in respect of any shares of capital stock of the Companyor otherwise make any payments to stockholders in their capacity as such; (iiic) adjustthe Company shall not commit to, splitor make, combine, subdivide or reclassify any shares of material capital stock expenditures not contemplated by the Company’s business plan as in effect on the date of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control PaymentsInvestment Closing, pay or increase (except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, lease, or otherwise dispose of any assets or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment in the ordinary course of business; (xd) make the Company shall not sell, license, transfer or dispose of any capital expenditure of its material assets, other than in the ordinary course of business or in connection with sales or licenses of its products; (or series of capital expenditurese) or commitments for capital expenditures the Company shall not: (i) incur any Indebtedness in excess of $10,000 individually or $25,000 5 million in the aggregateaggregate after the date of the Investment Closing, other than in the ordinary course of business; or (ii) permit any of its assets or properties to becomes subject to any material Encumbrance; (xif) the Company shall not make any loans material change to the compensation or advances to benefits of any Personof the executives, except for advances to employees or directors of the Company for expenses incurred other than in the ordinary course of business; (xiig) incurthe Company will not make any loans to any of its officers, assumedirectors, employees, Affiliates, agents or guaranty any indebtedness for borrowed money or capitalized lease obligations consultants (other than business expense advances in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(a); (xvih) cancelthe Company will not enter into or amend any agreement or take any other action if any such agreement, waive amendment or settle action would require the consent of any claims or rights with a value third party to the Company consummation of the transactions contemplated by this Agreement or would reasonably be expected to cause any of the conditions to the Closing set forth in excess Section 7 to fail to be satisfied as of $10,000the Merger Closing Date (including the issuance of any capital stock to any party that will not approve this Agreement and the transactions contemplated hereby and cause the Required Merger Stockholder Votes to be rescinded or not otherwise met); (xviii) make any change in connection with its accounts payable or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Company; or (xix) Company will not enter into any agreementContract that results in a Capital Lease Obligation or otherwise incur any Capital Lease Obligations if the aggregate amount under all Capital Lease Obligations entered into or otherwise incurred after the Investment Closing Date would exceed $200,000 (it being acknowledged and agreed that this Section 5.2(i) will not apply to any lease related to real property or any improvements to real property to the extent reflected in the Company’s business plan as in effect on the date of the Investment Closing); and (j) the Company will not authorize any of, whether oral or writtencommit, resolve or agree to do take any of the foregoingforegoing actions.

Operation of the Business of the Company. Sellers agree to conduct the operations of the Company in the ordinary and usual course of business, to maintain the financial condition of the Company substantially consistent with that reflected in the Financial Statements, not to enter into any extraordinary transaction or make any transfer (aexcept in the ordinary course of business) Except or distribution of Company assets, to preserve intact its present business organization, to take reasonable steps to keep available the services of its officers and employees and to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it. Without limiting the generality of the foregoing, and except as contemplated by otherwise expressly provided this Agreement or with the prior written consent of Buyer, between the date of this Agreement Sellers and the Closing Date, Seller shall cause Company agree that the Company to shall not: (ia) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations its books of account and good will records other than in accordance with suppliers, customers, landlords, creditors, employees, agents and others having business relationships generally accepted accounting principles consistent with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (iv) upon reasonable request from Buyer, periodically report to Buyer concerning the status of the business, operations and finance of the Company.past practices; (b) Without limiting amend or change the generality Company’s Certificate of Section 4.2(a), except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of Buyer, take any of the following actions:Incorporation or By-laws; (ic) authorize for issuance, issue, sell, repurchasedeliver or agree or commit to issue, redeem sell or acquire deliver (whether through the issuance or granting of additional options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any securities convertible into shares of stock of any class; (d) split, combine or reclassify any shares of capital stock of the Company, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such its capital stock; (ii) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities stock or property or other combination any combinations thereof) in respect of its capital stock, or redeem or otherwise acquire any shares of its capital stock of the Companystock; (e) (i) create, incur or assume any long-term debt (including obligations with respect to capital leases), or create, incur, assume, maintain or permit to exist any short-term debt representing indebtedness for borrowed money, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, other than as the result of the endorsement of negotiable instruments in the ordinary course of business consistent with past practices, or (iii) adjustmake any loans, splitadvances or capital contributions to, combineor investments in, subdivide or reclassify any shares of capital stock of the Companyother person; (ivf) (i) increase in any manner the compensation for any of its directors, officers or other employees, (ii) pay or agree to pay any pension, retirement allowance or other employee benefits not required or permitted by an existing plan, agreement or arrangement to any such director, officer or employee, whether past or present, or (iii) commit itself to any new or renewed pension, profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement (or amendment, renewal other extension thereof) with or for the benefit of any person, or to amend any of such plans or any of such agreements in existence on the Charter or Bylaws of the Companydate hereof; (vg) except for the payment permit any of its current insurance policies to be canceled or terminated or any of the Change coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in Control Paymentsfull force and effect providing coverage equal to or greater than the coverage under those canceled, pay terminated or increase lapsed for substantially similar premiums; (h) amend or terminate any lease or, except in the ordinary course of business) any salaries payable to any employee or director of the Company, or pay any bonuses to any employee or director of the Company; (vi) adopt, amend, or increase the payments or benefits under, any Employee Benefit Plan; (vii) except as set forth in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business; (ix) except for the distribution of the Seller Personal Property, sell, leasetransfer, mortgage or otherwise dispose of or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any assets properties, real personal or properties of the Company other than dispositions of obsolete or unsaleable inventory or equipment mixed; (i) except in the ordinary course of business, sell, transfer, license or otherwise dispose of, or agree to sell, transfer, license or otherwise dispose of, any Intellectual Property; (xj) make enter into any capital expenditure (other agreements, commitments or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 contracts which, individually or $25,000 in the aggregate; , are material to the business, prospects, operations, properties, assets, liabilities, earnings, cash flows or condition (xifinancial or otherwise) make any loans or advances to any Personof the Company, except agreements, commitments or contract for advances to employees the purchase, sale or lease of the Company for expenses incurred goods and services in the ordinary course of business; (xii) incur, assume, or guaranty any indebtedness for borrowed money or capitalized lease obligations in excess of $25,000 or outside of the ordinary course of business, consistent with past practice; (xiii) fail to keep practice and not in full force and effect insurance comparable excess of current requirements, or otherwise make any material change in amount and scope to insurance now carried by conduct of the business or operations of the Company; (xiv) permit or allow any of the assets of the Company to be subject to any Lien other than any Permitted Lien; (xv) cancel, waive, settle or compromise any Proceeding disclosed in Schedule 2.12(a); (xvi) cancel, waive or settle any claims or rights with a value to the Company in excess of $10,000; (xviik) make any change in connection with its accounts payable or accounts receivable terms, policies or proceduresbanking and safety deposit arrangements; (xviiil) make grant any material change powers of attorney; (m) approve or undertake, either as the surviving, disappearing, acquiring or selling corporation, any merger, consolidation, liquidation, asset acquisition or disposition or any takeover transaction or furnish or cause to be furnish any information concerning its business, properties or assets to any person (other than to Buyer) which is interested in any such transaction; (n) solicit, encourage, respond to or otherwise entertain any inquiries or proposals for the accounting acquisition of all or tax methods used any part of the capital stock, assets or business of the Company; or; (xixo) enter into take any agreementaction which would result in any of the representation or warranties contained in this Agreement not being true at and as of the time immediately after such action, whether oral or written, in any of the covenants contained in this Agreement becoming unperformable; (p) settle or otherwise compromise any claim asserted by any Taxing authority; or (q) agree to do any of the foregoing.

Operation of the Business of the Company. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, between From the date of this Agreement until the Closing, except as otherwise expressly provided herein, each of the OpCo and the Closing DateCompany will, Seller shall cause and the Company to will cause its other Subsidiaries to, (ia) conduct its business only in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the Company's officers, employees, and agents, and maintain the Company's relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (iii) confer with Buyer prior to implementing operational decisions of a nature which are either material in respect of the business of the Company or outside the ordinary course of business, and (ivb) upon use commercially reasonable request from Buyerefforts to preserve and protect its business organization, periodically report assets (including files relating to Buyer concerning the status of the business, operations and finance of intellectual property matters maintained by the Company. (b) 's intellectual property counsel), employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others doing business with it. Without limiting the generality of Section 4.2(a), the foregoing and except as contemplated otherwise expressly permitted by this Agreement, between neither the OpCo nor the Company will take, and the Company will cause its other Subsidiaries to not take, any of the following actions without the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) amend its certificate of incorporation or bylaws or other comparable charter or organizational documents; (b) change its authorized or issued capital stock, or, except for the issuance of Company Capital Stock upon the exercise of Options outstanding as of the date of this Agreement and the Closing DateAgreement, the Company shall not, without the prior written consent of Buyer, take any of the following actions: (i) issue, sell, grant, repurchase, redeem redeem, pledge or acquire otherwise dispose of or Encumber (other than through a Permitted Encumbrance) any shares of its capital stock of the Companyor other voting securities or any securities convertible, exchangeable or redeemable for, or grant or enter into any rights, warrants, options, agreements warrants or commitments with respect other rights to the issuance acquire, any such securities; (c) split, combine or reclassify of such any of its capital stock; (iid) except for the distribution of the Seller Personal Property, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereofproperty) in respect of any shares of its capital stock of the Companystock; (e) (i) incur any Indebtedness in excess of $250,000 or otherwise outside the ordinary course of business, (ii) issue, sell or amend any of its debt securities or warrants or other rights to acquire any of its debt securities, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing (for the avoidance of doubt excluding the payment or repayment of outstanding Indebtedness), (iii) adjustloan, split, combine, subdivide or reclassify any shares advance (other than advancement of capital stock of the Company; (iv) amend the Charter or Bylaws of the Company; (v) except for the payment of the Change in Control Payments, pay or increase (except expenses to its employees in the ordinary course of business) any salaries payable or contribute to any employee or director of the Companycapital of, or pay invest in, any bonuses other Person, other than the Company other than in the ordinary course of business or (iv) enter into any hedging Contract or other financial agreement or arrangement designed to any employee protect the Company against fluctuations in commodities prices or director of the Companyexchange rates; (vif) adoptsell, amendlease, transfer license, pledge or increase the payments otherwise dispose of or benefits under, Encumber any Employee Benefit Plan; of its properties or assets (vii) except as set forth including any Intellectual Property rights other than licenses of Intellectual Property granted in Section 4.9, enter into, amend or terminate, or waive or assign any material right under (1) any contract or agreement of the Company having a value per contract, or involving payments by or to the Company, of at least $50,000 in the aggregate, (2) any contract or agreement with any Material Customer; (3) any joint venture, partnership or other similar agreement; (4) any agreement or contract with any Company Related Person, or (5) any other material contract or agreement. (viii) acquire assets or other properties of any Person outside of the ordinary course of business); (ixg) except for the distribution acquire (i) by merger or consolidation with, or by purchase of all or a substantial portion of the Seller Personal Property, sell, leaseassets or any stock of, or otherwise dispose of by any other manner, any business or Person or (ii) any assets or properties of that are material to the Company other than dispositions individually or in the aggregate, except purchases of obsolete or unsaleable inventory or equipment and raw materials in the ordinary course of business; (xh) make voluntarily destroy or damage any capital expenditure of its assets or properties with an aggregate value in excess of $100,000, except to the extent such excess is covered by insurance; (i) enter into, modify, accelerate, cancel or terminate any Material Contract (or series of capital expenditures) or commitments for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate; (xi) make any loans or advances to any Personrelated Material Contracts), except for advances to employees of the Company for expenses incurred in the ordinary course of business; (xiii) incurexcept as required by Law, assumeadopt, enter into, terminate or amend any Company Plan, collective bargaining agreement or employment, severance or similar Contract, (ii) other than in the ordinary course of business and consistent with past practice, increase the compensation or fringe benefits of, or guaranty adopt any indebtedness bonus plan or arrangement for, any director, officer, employee or consultant or other independent contractor, (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, (iv) pay any benefit under a Company Plan that was not provided for borrowed money under a Company Plan in effect as of the date of this Agreement,(v) grant any equity awards under any bonus, incentive, performance or capitalized lease obligations other compensation plan or arrangement or benefit plan, including the granting of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or remove existing restrictions in excess any Company Plan or Contracts or awards made thereunder or (v) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; (k) cancel, compromise, release or waive any claims or rights (or series of related claims or rights) with a value exceeding $25,000 100,000 or otherwise outside of the ordinary course of business, consistent with past practice; (xiiil) fail to keep settle or compromise in full force and effect insurance comparable in amount and scope to insurance now carried by the Companyconnection with any Proceeding; (xivm) permit make any capital expenditure or allow any other expenditure with respect to property, plant or equipment in excess of $100,000 in the assets of the Company to be subject to any Lien other than any Permitted Lienaggregate; (xvn) cancelchange accounting principles, waivemethods or practices or investment practices, including any changes as were necessary to conform with GAAP; (o) change payment or processing practices or policies regarding intercompany transactions; (p) accelerate or delay any payment of accounts payable or other Liabilities or in the collection of notes or accounts receivable, other than in the ordinary course of business; (q) make or rescind any Tax election, settle or compromise any Proceeding disclosed material Tax Liability or amend any material Tax Return; (r) ship any product manufactured or sold by the OpCo more than seven days ahead of the date requested by the customer thereof; (s) transfer, assign or grant any out-bound license or out-bound sublicense of any material rights under or with respect to any Intellectual Property of the Company, other than in Schedule 2.12(athe ordinary course of business (and excluding licenses and sublicenses to the extent that such licenses or sublicenses are granted in connection with the sale of a product to customers); (xvit) abandon, cancel, waive let lapse or settle expire any claims Intellectual Property that was, as of the date of the Balance Sheet, or rights with a value to at any time thereafter, the Company in excess subject of $10,000; (xvii) make any change in connection with its accounts payable application or accounts receivable terms, policies or procedures; (xviii) make any material change in the accounting or tax methods used the Companyregistration; or (xixu) enter into any agreement, whether oral or written, agree to do any of the foregoingthings described in the preceding clauses (a) through (t) of this Section 5.2.