Common use of Operation of the Business Clause in Contracts

Operation of the Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (a) conduct the business of the Company in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible or

Operation of the Business. From During the period from the date of this Agreement until to the earlier Closing Date, the Stockholders shall cause the Company to conduct its operations and the Business in the Ordinary Course of Business and in material compliance with all laws applicable to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing or Date, the termination of this AgreementCompany and the Stockholders shall not and shall cause the Company not to, except as otherwise contemplated by this Agreementin each case, required by Law, as set forth in Section 4.2 without the prior written consent of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed)) and except as otherwise contemplated by this Agreement, Shareholder will cause the Company toincur any funded indebtedness: (a) conduct the business issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of outstanding convertible securities, options or warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants; (b) except as otherwise contemplated under Section 4.4(h), below, split, combine or reclassify any shares of its capital stock; or, except as may be required to enable Stockholders to pay taxes on the Pre-Tax Profits of the Company through the Closing Date, and except as otherwise contemplated under Section 4.4(h), below, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (c) except in connection with the Required Financing (hereinafter described), create, incur, assume or guaranty any indebtedness for borrowed money (including obligations in respect of capital leases) except in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of the Company or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of Inventories and other assets in the Ordinary Course of Business; (bf) use except in connection with the Required Financing (hereinafter described), mortgage or pledge any of its commercially reasonable efforts to maintain the properties, physical facilities and operations property or assets (including without limitation any shares or other equity interests in or securities of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tearor any corporation, partnership, association or other business organization or division thereof), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar subject any such property or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practiceassets to any Security Interest; (g) not adopt a new plan discharge or agreement of complete satisfy any Security Interest or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts obligation or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company liability other than in the Ordinary Course of Business; (ph) other as at the Closing Date, and after giving effect to the declaration or funding of any dividends or distributions to the Stockholders, whether in cash or in property, (A) the combined stockholders’ equity of both the Company and DiscCo shall be not less than $4,000,000, (B) neither the license agreement entered into Company nor DiscCo will have an indebtedness in connection with excess of $100,000, and (C) not less than $500,000 of the Pre-Closing Reorganization described combined assets of both the Company and DiscCo will be in Section 4.12 the form of cash, cash equivalents or immediately marketable securities which is necessary to cover operating expenses of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except and DiscCo incurred in the Ordinary Course ordinary course of Businessbusiness; (qi) not borrow amend the charter, by-laws or agree other organizational documents of the Company; (j) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (k) enter into, amend, terminate, take or omit to borrow take any funds, whether directly action that would constitute a violation of or by way of assumption or guarantee or otherwisedefault under, or otherwise become liable waive any rights under, any material Contract or responsible agreement; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with respect the knowledge that such action or failure to take action would result in (whether directly, contingently, or otherwisei) any Indebtedness other than as set forth on Section 4.12 of the representations and warranties of the Company Disclosure Schedule;set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; or (rn) not allow agree in writing or otherwise to take any of its property or assets (real, personal or mixed, tangible orthe foregoing actions.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by Acquiror, during the period from the date of this Agreement until to the earlier Closing Date, Acquiree will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules, required by Lawprior to the Closing Date, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent Acquiree will not, and Shareholders shall not be unreasonably withheldcause or permit Acquiree to, conditioned or delayed), Shareholder will cause without the Company toprior written consent of Acquiror: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businesscapital stock or any other securities; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness; (ii) assume, continue in full force and effect without modification all insurance policies listed in Section 2.20 guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of the Company Disclosure Scheduleany other or (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers of Company (collectively, “Company Resources”)employees everywhere, (ii) pay or agree to pay any amounts bonus, pension, retirement allowance, severance or increase other employee benefit except as required under currently existing Acquiree Benefit Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the prior year, or (iii) amend, terminate or enter into any amounts payable to Company Resources not required by employment, consulting, severance, change in control or similar agreements or arrangements with any current plan of its directors, officers or agreement other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than payment of base compensation in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) to any Company Resourceplan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) not fail to promptly pay and discharge current Liabilities when duecompromise, except where disputed in good faith by appropriate proceedingssettle or otherwise modify any material claim or litigation; (ok) not forgive, cancel or defer permit any Indebtedness owing existing insurance policy insuring Acquiree Assets to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business;terminate; or (pl) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedulecommit, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From 5.2.1. Unless Parent shall otherwise consent in writing and except as expressly contemplated by this Agreement or in the schedules to the Company Disclosure Letter (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will: (a) amend or propose to amend its articles of incorporation or bylaws (or comparable governing instruments); (b) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company or any Subsidiary, including but not limited to any securities convertible into or exchangeable for shares of stock of any class of the Company or any such Subsidiaries, except for the issuance of Company Common Stock pursuant to the exercise of stock options outstanding on the date of this Agreement until the earlier in accordance with their present terms; (c) amend or waive any of its rights under any provision of any of the Closing Company Stock Option Plans (provided that, notwithstanding anything in this Agreement to the contrary, the Company may accelerate vesting under any or all of the termination Company Options), any provision of this Agreementany agreement evidencing any outstanding stock option or any restricted stock purchase agreement, except or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the capital stock of the Company and Subsidiaries; (d) split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than (i) dividends or distributions to the Company or a Subsidiary and (ii) the declaration and payment by the Company of quarterly cash dividends in the amount of $0.06 per share in accordance with past practice, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities; (e) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Alternative Transaction Proposal; (f) permit any material insurance policy naming it as otherwise a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent; (g) enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of any Acquired Company to compete with or conduct any business or line of business; (h) take any action that could be reasonably expected to result in any of the conditions to the Offer set forth in Annex I not being satisfied; or (i) take any action that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-in-control or similar provision in any Contract other than as a result of the consummation of the transactions contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer . 5.2.2. Unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned ) and except as expressly contemplated by this Agreement or delayedin the schedules to the Company Disclosure Letter (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), Shareholder will during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to:, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will unless the Parent shall consent in writing (which consent shall not be unreasonably withheld): (a) make or rescind any material Tax election or settle or compromise any material Tax liability of the Company or of any Acquired Company; (b) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or the Subsidiaries generally; (c) create, incur or assume any indebtedness for borrowed money except for (1)(i) borrowings in the ordinary course of business under existing revolving credit facilities and lines of credit and (ii) refinancing of existing obligations on terms that are no less favorable to the Company or the Subsidiaries than the existing terms (other than interest rates may vary); (2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any Person (other than a Subsidiary); (3) make any capital expenditures (other than as necessary to conduct the business of the Company in and Subsidiaries consistent with past practice) or make any loans, advances or capital contributions to, or investments in, any other Person (other than to a Subsidiary and customary travel, relocation or business advances to employees); (4) acquire the Ordinary Course stock or assets of, or merge or consolidate with, any other Person; (5) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (6) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of Business; (b) use its commercially reasonable efforts to maintain the or encumber, any assets or properties, physical facilities and operations of real, personal or mixed material to the Company in and the same condition Subsidiaries taken as they were on the date a whole other than to secure debt permitted under clauses (i) and (ii) of subsection (1) of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; paragraph (c) manage payables, receivables and working capital other than the sale of assets in the Ordinary Course ordinary course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance business consistent with past practice; (gd) not adopt a new plan increase in any manner the compensation of any of its officers or agreement of complete employees or partial liquidationenter into, dissolutionestablish, restructuringamend or terminate any employment, consolidationconsulting, recapitalization retention, change-in-control, collective-bargaining, bonus or other reorganization incentive compensation, profit-sharing, health or like change other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in the Company’s capitalization respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend as required pursuant to the terms of agreements or plans in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence effect on the date of this Agreement, would constitute a Material Contractor (ii) increases in the salaries or wages of present employees (other than executives, officers and directors) in the ordinary course of business and consistent with past practice (for the avoidance of doubt, bonuses may be paid for calendar year 2009 performance consistent with past practice), except in that the Ordinary Course of Business or as Company may make the payments set forth on at Section 4.12 5.2 of the Company Disclosure ScheduleLetter; (j1) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding commence or settle any litigation material Proceeding, or similar claim against (2) pay, discharge or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain satisfy any material restriction on the operation of the business of the Company following the Closing; claims, liabilities or obligations (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereofabsolute, the Company will not (i) increase in any manner the compensation accrued, asserted or benefits of any of the current unasserted, contingent or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”otherwise), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment the payment, discharge or satisfaction of base compensation in the Ordinary Course of Businessclaims, liabilities or obligations either (A) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire reflected or promote employees reserved against in the position of manager or above Latest Balance Sheet; or (yB) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee incurred in the position ordinary course of manager or abovebusiness since the date of the Latest Balance Sheet; 5.2.3. The Company shall, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, and the Company may pay shall cause each Subsidiary to, use its reasonable best efforts to comply in all respects with all Laws applicable to it or commit to pay bonuses any of its properties, assets or business and maintain in connection with full force and effect all the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwisePermits necessary for, or otherwise become liable or responsible with respect to (whether directlymaterial to, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orsuch business.

Operation of the Business. From Unless otherwise ordered by the date Bankruptcy Court sua sponte or on motion by a third party, and provided that no provision of this Agreement Section 5.2 shall require the Seller to make any payment to any of its creditors with respect to any amount owed to such creditors on the Petition Date or which would otherwise violate the Bankruptcy Code, until the earlier of the Closing or the termination of this AgreementClosing, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of this Agreement or the Company Seller Disclosure Schedule or as otherwise consented to by Buyer in writing the Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed), Shareholder the Seller will, and will cause the Acquired Company to: (a) conduct the business Business in the ordinary course of the Company Business in all material respects, taking into account that the Ordinary Course of Business; (b) Seller is in bankruptcy proceedings and use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers Employees and key employees Acquired Company Employees and to preserve the Business’ relationships with its customers and others doing business with it; (b) not amend the articles of incorporation or bylaws or other applicable charter or organizational documents of the Acquired Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payablesnot issue, receivables and working sell or pledge additional shares of the capital in stock of the Ordinary Course of BusinessAcquired Company or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (d) unless replaced not purchase, redeem or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 otherwise acquire any outstanding shares of the Company Disclosure Schedulecapital stock of the Acquired Company; (e) comply not declare, set aside or pay any dividend or other distribution in all material respects with all applicable Lawsrespect of the capital stock of the Acquired Company, other than in cash; (f) maintain its books not incur any indebtedness for borrowed money of the Acquired Company or that constitutes an Assumed Liability, in either case in amounts in excess of one hundred thousand ($100,000) individually or five hundred thousand ($500,000) in the aggregate; (g) not reject, terminate, permit to expire (to the extent the Seller is able to prevent such expiration by giving notice to renew to the relevant counterparty) or adversely amend any Material Contract; (h) not settle or compromise with a value in excess of one hundred thousand ($100,000) in connection with any Proceeding involving the Seller or arising in connection with the operation of the Business or otherwise relating to the Business, the Purchased Assets or the Assumed Liabilities; (i) except as set forth on Schedule 5.2(i), not incur any capital expenditure or other expenditure with respect to property, plant or equipment used in or held for use in connection with, necessary for or relating the Business in excess of two hundred and records fifty thousand ($250,000) individually or one million ($1,000,000) in accordance the aggregate; (j) not waive or release any right or claim of a material value to the Business other than in the ordinary course of the Business; (k) not sell, lease, license, pledge or otherwise dispose of, or permit any Encumbrance on, any of the properties or assets of the Acquired Company or the Seller used or held for use in connection with, necessary for or relating to the Business (other than sales of inventory for fair consideration and in the ordinary course of the Business); (l) not (i) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, by the Acquired Company or which would constitute a Purchased Asset or Assumed Liability, or (ii) enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (m) not materially change the remuneration or terms of employment of any Employee or Acquired Company Employee other than (A) in the ordinary course of the Business, (B) as required by Law or (C) for retention, incentive and similar payments relating to the consummation of the transactions contemplated by this Agreement that will be paid by the Seller prior to or on the Closing Date; (n) not make, revoke or change any Tax election, adopt or change any Tax accounting method or period, file any amended Tax Return or settle any Tax claim or assessment, in each case with respect to the Acquired Company or the Business, that, individually or in the aggregate, are material to the Acquired Company or the Business; (o) not change the Seller’s accounting principles, methods or practices or investment practices in connection with or relating to the Business, other than changes that are necessary to conform with GAAP or, in the case of the Acquired Company, German generally accepted accounting principles; (p) not take any action to accelerate the payment of accounts receivable or delay the billing or payment of accounts payable, outside of the ordinary course of business consistent with past practice; (gq) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like effect any material change in the Company’s capitalization other than as set forth on Section 4.12 practices of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect ordering supplies and raw materials or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts manufacturing work in process or increase any amounts payable finished goods Inventory beyond the normal requirements of the Business to Company Resources not required by any meet ordinary customer demands taking into account current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or Inventory levels for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Lawproduct; provided, however, that if the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed Seller determines in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing that it is in the best interest of the Business to make such change prior to the Company Closing, the Seller shall so notify the Purchaser in writing prior to making such change and the Purchaser shall not unreasonably withhold or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule;delay its consent for these purposes; or (r) not allow agree in writing to take any of its property the action or assets actions prohibited by any of the foregoing clauses (real, personal or mixed, tangible orb) through (q).

Operation of the Business. (a) From the date hereof until the Closing Date (unless the Buyer consents in writing) each Seller shall (i) use its reasonable best efforts to preserve intact the Purchased Assets and to keep available the services of the Identified Employees, (ii) confer with the Buyer concerning operational matters of a material nature concerning the Purchased Assets or otherwise directly or indirectly affecting the ownership, use or operation thereof by the Buyer or its potential liability with respect thereto and (iii) otherwise report periodically to the Buyer concerning the status of the operations and finances and regulatory oversight of the Sellers and promptly convey the occurrence of any material event concerning the Purchased Assets or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. (b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier Closing Date, the Sellers will not without the consent of the Closing Buyer (i) sell, lease, license or otherwise dispose of any of the Purchased Assets, except for the disposal in the ordinary course of business of Purchased Assets having a value (individually or in the aggregate) of less than $5,000, (ii) enter into any Contract, agreement or other commitment giving any Person an option, right of first offer or other similar rights with respect to the Purchased Assets or any of them, (iii) create any indebtedness or obligation that could reasonably be expected to result in an Encumbrance on the Purchased Assets or otherwise permit or allow any of the Purchased Assets to become subject to any Encumbrance, (iv) incur or commit to incur any Liability (individually or in the aggregate) in excess of $10,000 that would be an Assumed Liability, (v) enter into any Contract except in the ordinary course of business or requiring payments by the Sellers (individually or in the aggregate) in excess of $10,000 that would be an Assumed Contract if it had been entered into prior to the date hereof, (vi) amend, extend or terminate any Assumed Contract, (vii) do or fail to do any acts or permit any acts or omissions to act that would constitute a material breach of an Assumed Contract or other material obligation relating to the Purchased Assets, (viii) enter into, amend, extend or otherwise modify any lease agreement or other Contract relating to or affecting the Sublease Property, (ix) hire or engage any new employee, consultant or independent contractor to provide services in connection with the Purchased Assets, (x) except as required under existing Contracts or Plans, grant any severance or termination of this Agreementpay or rights to, or enter into any employment or severance agreement with, any Identified Employee, except as otherwise contemplated by this Agreement, required by Lawapplicable Legal Requirements, increase or accelerate the vesting or payment of any benefits payable under any existing Plan, severance or termination pay policies or employment or similar agreements with any Identified Employee or establish, adopt, enter into or, except as set forth required by Legal Requirements, terminate or amend any Plan in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing which any Identified Employee participates, (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (axi) conduct the business of the Company in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new any plan or agreement of complete or partial liquidation, dissolution, rehabilitation, restructuring, consolidationrecapitalization, recapitalization redomestication or other reorganization reorganization, (xii) cancel or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not compromise any material debt, claim or Proceeding relating to or waive in writing or release any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except included in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”)Purchased Assets, (iixiii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or voluntarily take any action to fund that would make any representation or in warranty of any other way secure the payment of compensation or benefits under any Employee Benefit PlanSeller hereunder inaccurate at, or (vii) materially change as of any actuarial time on or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, howeverprior to, the Company may pay or commit Closing Date, (xiv) voluntarily take any action that could reasonably be expected to pay bonuses result in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or a Material Adverse Effect with respect to the Company Intellectual Property except in the Ordinary Course of Business; Purchased Assets or (qxv) not borrow or agree enter into any Contract to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Except as set forth on Section 9.1 of the Ensec Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Sentech, during the period from the date of this Agreement until to the earlier Effective Time, Ensec and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the Ensec Disclosure Schedule, required by Lawprior to the Effective Time, as set forth in Section 4.2 neither Ensec nor any of its Subsidiaries will, without the Company Disclosure Schedule or as consented to by Buyer in writing (which prior written consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toof Sensec and Sentech: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company in the same condition as they were any Existing Options or Ensec Warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessEnsec Disclosure Schedule; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness, continue or with respect to its Wholly-Owned Subsidiaries in full force the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and effect without modification all insurance policies listed disclosed in Section 2.20 of the Company Ensec Disclosure Schedule; ; or (eiii) comply in all material respects with all applicable Laws; (f) maintain make any loans, advances or capital contributions to, or investments in, any other Person except its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material writeWholly-off or compromise of accounts receivableOwned Subsidiaries; (i) not enter into, amend in any material respect Ensec Benefit Plan or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), ii) except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made business consistent with past practices; usual practice or established policy (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (ia) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectivelyb) pay or agree to pay any bonus, “Company Resources”)pension, retirement allowance, severance or other employee benefit except as required under currently existing Ensec Benefit Plans disclosed in the Ensec Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) pay any amounts acquisition of a material amount of assets or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcesecurities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) compromise, settle or otherwise modify any material claim or litigation not fail to promptly pay and discharge current Liabilities when due, except where disputed identified in good faith by appropriate proceedings;the Ensec Disclosure Schedule; or (ok) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by RAI, during the period from the date of this Agreement until to the earlier Effective Date, IBUI and its subsidiaries will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the IBUI Disclosure Schedule, required by Lawprior to the Effective Date, as set forth in Section 4.2 IBUI will not, without the prior written consent of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toRAI: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company in the same condition as they were any Existing Options or IBUI Warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessIBUI Disclosure Schedule; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness, continue or with respect to its Wholly-Owned Subsidiaries ; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in full force the ordinary course of business or as otherwise may be contractually required and effect without modification all insurance policies listed disclosed in Section 2.20 of the Company IBUI Disclosure Schedule; ; or (eiii) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan make any loans, advances or agreement of complete capital contributions to, or partial liquidationinvestments in, dissolution, restructuring, consolidation, recapitalization or any other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivablePerson; (i) not enter into, amend in any material respect IBUI Benefit Plan or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), ii) except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made business consistent with past practices; usual practice or established policy (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (ia) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectivelyb) pay or agree to pay any bonus, “Company Resources”)pension, retirement allowance, severance or other employee benefit except as required under currently existing IBUI Benefit Plans disclosed in the IBUI Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) pay any amounts acquisition of a material amount of assets or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcesecurities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) compromise, settle or otherwise modify any material claim or litigation not fail to promptly pay and discharge current Liabilities when due, except where disputed identified in good faith by appropriate proceedings;the IBUI Disclosure Schedule; or (ok) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Subject to any restrictions and obligations imposed by the Bankruptcy Court, the Sellers will not engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business between the date of this Agreement until hereof and the Closing Date. In particular (but without limitation), between the date hereof and the earlier of the Closing Date or the date of termination of this Agreement, except as otherwise contemplated by this Agreement, required by Law, as set forth in Agreement pursuant to Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to8.1: (a) conduct the business Sellers shall not, in respect of the Company Transferred Assets or the operation of the Business: (i) sell, transfer, lease (as lessor), encumber or otherwise dispose of any Transferred Assets (except for the conveyance to a Seller prior to Closing of Plant #27-1 in Lafayette, Tennessee) or any interest therein, other than immaterial dispositions and Inventory sold or disposed of in the Ordinary Course of Business; ; (bii) use its commercially reasonable efforts to maintain terminate or modify the properties, physical facilities and operations material terms of any of the Company Assumed Contracts; (iii) enter into any Contract that would cause the representation and warranty contained in the same condition as they were on Section 3.6(a) to be untrue had such Contract been entered into prior to the date of this Agreement (subject to reasonable wear and tear)hereof, preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company other than any such Contract entered into in the Ordinary Course of Business having a value or cost to any Seller of less than $10,000.00; or (iv) make any change in the compensation payable or to become payable to any employee of the Business;; provided, however, that, notwithstanding the preceding, the Sellers may take any of such actions with the prior written consent of the Purchaser; and (cb) manage payables, receivables and working capital in the Ordinary Course of Business; Sellers shall (di) unless replaced or renewed on use commercially reasonable terms efforts to preserve intact the goodwill of the Business and the relationships of the Sellers with substantially similar or better coverage in their customers, vendors, suppliers, creditors, agents, equipment lessors, service providers, employees and others having business relations with the Ordinary Course of Sellers and the Business, (ii) continue to maintain, service and protect the Transferred Assets in a commercially reasonable and prudent manner, including maintaining security at any facilities where Transferred Assets are located as reasonably sufficient to protect the Transferred Assets from material theft, loss or destruction, (iii) not, without the approval of the Bankruptcy Court and the Purchaser, voluntarily terminate or reject (whether pursuant to Section 365 of the Bankruptcy Code or otherwise) any Assumed Contract, (iv) continue in full force and effect without modification all the Sellers’ insurance coverage on the Transferred Assets as in effect on the date hereof, or substantially equivalent policies listed of insurance, (v) continue to maintain the books and records related to the Business and the Transferred Assets on a basis consistent with the Sellers’ past practice (since the Petition Date), and in Section 2.20 any event in a commercially reasonable and prudent manner; (vi) report periodically to the Purchaser, as the Purchaser may reasonably request, concerning the status of the Company Disclosure Schedule; Business, the Transferred Assets and the Assumed Liabilities, (evii) comply maintain compliance, in all material respects respects, with all applicable Laws; Laws that relate to the Business, the Transferred Assets and the Assumed Liabilities (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 the reporting requirements of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material ContractSecurities and Exchange Commission), except and (viii) pay all debts and obligations (including all trade payables) incurred by it in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible or.

Operation of the Business. From Unless otherwise ordered by the date Bankruptcy Court sua sponte or on motion by a third party, and provided that no provision of this Agreement Section 5.2 shall require the Seller to make any payment to any of its creditors with respect to any amount owed to such creditors on the Petition Date or which would otherwise violate the Bankruptcy Code, until the earlier of the Closing or the termination of this AgreementClosing, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of this Agreement or the Company Seller Disclosure Schedule or as otherwise consented to by Buyer in writing the Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed), Shareholder the Seller will, and will cause the Acquired Company to: (a) conduct the business Business in the ordinary course of the Company Business in all material respects, taking into account that the Ordinary Course of Business; (b) Seller is in bankruptcy proceedings and use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers Employees and key employees Acquired Company Employees and to preserve the Business’ relationships with its customers and others doing business with it; (b) not amend the articles of incorporation or bylaws or other applicable charter or organizational documents of the Acquired Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payablesnot issue, receivables and working sell or pledge additional shares of the capital in stock of the Ordinary Course of BusinessAcquired Company or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (d) unless replaced not purchase, redeem or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 otherwise acquire any outstanding shares of the Company Disclosure Schedulecapital stock of the Acquired Company; (e) comply not declare, set aside or pay any dividend or other distribution in respect of the capital stock of the Acquired Company, other than (i) in cash, or (ii) any dividend or distribution of intercompany receivables made by the Acquired Company for the purpose of settling all material respects with all applicable Lawsintercompany receivables, payables, loans and investments then existing between or among the Seller and/or any of its Subsidiaries other than the Acquired Company, on the one hand, and the Acquired Company, on the other hand, as contemplated by Section 5.18; (f) maintain its books not incur any indebtedness for borrowed money of the Acquired Company or that constitutes an Assumed Liability, in either case in amounts in excess of one hundred thousand ($100,000) individually or five hundred thousand ($500,000) in the aggregate; (g) not reject, terminate, permit to expire (to the extent the Seller is able to prevent such expiration by giving notice to renew to the relevant counterparty) or adversely amend any Material Contract; (h) not settle or compromise with a value in excess of one hundred thousand ($100,000) in connection with any Proceeding involving the Seller or arising in connection with the operation of the Business or otherwise relating to the Business, the Purchased Assets or the Assumed Liabilities; (i) except as set forth on Schedule 5.2(i), not incur any capital expenditure or other expenditure with respect to property, plant or equipment used in or held for use in connection with, necessary for or relating the Business in excess of two hundred and records fifty thousand ($250,000) individually or one million ($1,000,000) in accordance the aggregate; (j) not waive or release any right or claim of a material value to the Business other than in the ordinary course of the Business; (k) not sell, lease, license, pledge or otherwise dispose of, or permit any Encumbrance on, any of the properties or assets of the Acquired Company or the Seller used or held for use in connection with, necessary for or relating to the Business (other than sales of inventory for fair consideration and in the ordinary course of the Business); (l) not (i) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, by the Acquired Company or which would constitute a Purchased Asset or Assumed Liability, or (ii) enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (m) not materially change the remuneration or terms of employment of any Employee or Acquired Company Employee other than (A) in the ordinary course of the Business, (B) as required by Law or (C) for retention, incentive and similar payments relating to the consummation of the transactions contemplated by this Agreement that will be paid by the Seller prior to or on the Closing Date; (n) not make, revoke or change any Tax election, adopt or change any Tax accounting method or period, file any amended Tax Return or settle any Tax claim or assessment, in each case with respect to the Acquired Company or the Business, that, individually or in the aggregate, are material to the Acquired Company or the Business; (o) not change the Seller’s accounting principles, methods or practices or investment practices in connection with or relating to the Business, other than changes that are necessary to conform with GAAP or, in the case of the Acquired Company, German generally accepted accounting principles; (p) not take any action to accelerate the payment of accounts receivable or delay the billing or payment of accounts payable, outside of the ordinary course of business consistent with past practice; (gq) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like effect any material change in the Company’s capitalization other than as set forth on Section 4.12 practices of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect ordering supplies and raw materials or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts manufacturing work in process or increase any amounts payable finished goods Inventory beyond the normal requirements of the Business to Company Resources not required by any meet ordinary customer demands taking into account current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or Inventory levels for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Lawproduct; provided, however, that if the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed Seller determines in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing that it is in the best interest of the Business to make such change prior to the Company Closing, the Seller shall so notify the Purchaser in writing prior to making such change and the Purchaser shall not unreasonably withhold or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule;delay its consent for these purposes; or (r) not allow agree in writing to take any of its property the action or assets actions prohibited by any of the foregoing clauses (real, personal or mixed, tangible orb) through (q).

Operation of the Business. (a) From the date hereof until the Closing Date (unless the Buyer consents in writing), the Seller shall (i) use its commercially reasonable efforts (at the Buyer's cost and expense) to preserve intact the Assets of the Purchased Subsidiary and its Subsidiaries, (ii) confer with the Buyer concerning matters of a material nature concerning the Assets of the Purchased Subsidiary and its Subsidiaries or otherwise directly or indirectly affecting the ownership, use or operation thereof by the Buyer or its potential liability with respect thereto and (iii) otherwise report periodically to the Buyer concerning the status of the finances and regulatory oversight of the Seller and promptly convey the occurrence of any material event concerning the Purchased Subsidiary or its Subsidiaries and their respective Assets or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. (b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier Closing Date, neither the Seller nor the Purchased Subsidiary or any of its Subsidiaries will, without the consent of the Closing Buyer: (i) sell, lease, license or otherwise dispose of any of the Assets of the Purchased Subsidiary or any of its Subsidiaries; (ii) enter into any Contract, agreement or other commitment giving any Person an option, right of first offer or other similar rights with respect to the Purchased Subsidiary or any of its Subsidiaries or any of them, or any Assets of the Purchased Subsidiary or any of its Subsidiaries; (iii) create or incur any indebtedness or obligation that could reasonably be expected to result in an Encumbrance on the Purchased Shares or any assets of the Purchased Subsidiary or any of its Subsidiaries or otherwise permit or allow any of the Purchased Shares or Assets of the Purchased Subsidiary or any of its Subsidiaries to become subject to any Encumbrance; (iv) incur or commit to incur any Liability that would be a Retained Liability; (v) enter into any Contract requiring payments by the Seller, the Purchased Subsidiary or any of its Subsidiaries; (vi) amend, extend or terminate any Purchased Subsidiary Contract; (vii) do or fail to do any acts or permit any acts or omissions to act that would constitute a material breach of a Purchased Subsidiary Contract or other material obligation relating to the Purchased Subsidiary or any of its Subsidiaries; (viii) make, change, or revoke any material Tax election, change any method of Tax accounting, adopt or change any Taxable year or period, enter into any closing agreement with respect to Taxes, file any material amended Tax Return, settle or compromise any material Tax claim or assessment, obtain any Tax ruling, or make or surrender any material claim for a refund of Taxes; (ix) hire or engage any new employee, consultant or independent contractor to provide services in connection with the Purchased Subsidiary or any of its Subsidiaries; (x) increase or accelerate the vesting or payment of any benefits payable under any existing Plan, severance or termination pay policies or employment or similar agreements with any current or former employees of this Agreementthe Seller, the Purchased Subsidiary or any of its Subsidiaries or establish, adopt, enter into, adopt, or, except as otherwise contemplated by this Agreement, required by LawLegal Requirements, as set forth terminate or amend any Plan in Section 4.2 of the Company Disclosure Schedule which any current or as consented to by Buyer in writing (which consent shall not be unreasonably withheldformer employee, conditioned independent contractor or delayed), Shareholder will cause the Company to: (a) conduct the business of the Company in the Ordinary Course of Businessconsultant participates; (bxi) use its commercially reasonable efforts to maintain the properties(A) acquire any business or Person, physical facilities and operations by merger or consolidation, purchase of the Company substantial assets or equity interests, or by any other manner, in a single transaction or series of related transactions or (B) acquire other Assets, interests or securities other than in the same condition as they were on the date ordinary course of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance consistent with past practice; (gxii) not enter into any joint ventures, strategic partnerships or alliances; (xiii) adopt a new any plan or agreement of complete or partial liquidation, dissolution, rehabilitation, restructuring, consolidationrecapitalization, recapitalization redomestication or other reorganization reorganization; (xiv) cancel or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not compromise any material debt, claim or Proceeding relating to or waive in writing or release any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself relating to the adoption of any stock option plan Purchased Subsidiary or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property Subsidiaries or assets (real, personal or mixed, tangible orany of their respective Assets;

Operation of the Business. From Except as otherwise contemplated by this Agreement or as set forth in Schedule 6.1 (and any actions, matters or expenditures described or referred to on Schedule 6.1 are hereby deemed approved and authorized in all respects), from the date of this Agreement and continuing until the earlier of the Closing or the termination of this AgreementClosing, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toQuicksilver: (a) conduct shall, with respect to the business of the Company in the Ordinary Course of Business;QRI Assets, and (b) use shall cause each of the Acquired Companies, with respect to the other Acquired Assets owned by them, to: (i) operate and maintain such Acquired Assets in the ordinary course, consistent with its commercially reasonable efforts respective past practices, and (ii) not take any of the following actions, without the prior written approval of BreitBurn: (A) sell, transfer or otherwise dispose of or encumber any of the Acquired Assets, including any right under any Contract or Permit or any proprietary right or other intangible asset, except (1) with respect to any of the Acquired Assets other than Oil and Gas Properties and Xxxxx, in the ordinary course of business, (2) for Permitted Liens, and (3) as contemplated in this Agreement; (B) waive, release, cancel, settle or compromise any Action for an amount in excess of $1,000,000; (C) make any loan to or enter into any transaction with any Business Employees or any directors, officers or employees of the Acquired Companies, except for the payment of salaries and benefits to which all similarly situated employees are generally entitled, and except for such other payments that BreitBurn and the Acquired Companies will not be responsible for after Closing; (D) incur, assume or guarantee any indebtedness for borrowed money, or issue any notes, bonds, debentures or other similar securities, or grant any option, warrant or right to purchase any of the same, or issue any security convertible or exchangeable or exercisable for debt securities of any of the Acquired Companies; (E) make or change any material Tax elections (except as required by Law and except in connection with the Conversion), or settle or compromise any material Tax liability; (F) except as may be required as a result of a change in Law or in GAAP, materially change any of the accounting methods or principles used by any of the Acquired Companies (other than with regard to the Conversion); (G) make any capital expenditure or make any commitment to make any capital expenditure in excess of $2,500,000, other than (1) to repair, maintain or replace any assets, properties or facilities in the ordinary course of business or (2) as may be necessary to maintain the properties, physical facilities and or restore safe operations of the Company in the same condition as they were on the date of this Agreement (subject Business or respond to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businessany catastrophe or other emergency situation; (cH) manage payablesdeclare or make dividends or other distributions with regard to the Equity Interests, receivables and working capital in the Ordinary Course of Businessother than cash dividends; (dI) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change restructuring, except in connection with the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure ScheduleConversion; (hJ) not waive in writing pledge or mortgage any material right of the Company, including Acquired Assets or otherwise cause or permit a Lien (other than a Permitted Lien) to exist against any material write-off or compromise of accounts receivablethe Acquired Assets; (iK) not enter intoeffect any split, amend in combination or reclassification of the securities of any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on of the date of this Agreement, would constitute a Material Contract)Acquired Companies, except in connection with the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure ScheduleConversion; (jL) not enter into knowingly allow any Permits held by any of the Acquired Companies (or make any capital expendituresPermit constituting part of the Acquired Assets) to terminate or lapse, except capital expenditures made consistent unless no longer required by Law in connection with past practicesthe Business; (kM) not acquire the equity securitiesamend, modify, terminate or substantially all of the assets, of allow to lapse or expire any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree Disclosed Contract; provided that Quicksilver may terminate any Affiliate Agreement prior to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (mN) create any Liens on any of the QRI Assets or the Acquired Companies’ assets, other than Permitted Liens; (O) except as required under the terms of by Law, enter into, amend, or revise (and Quicksilver shall not permit to be entered into, amended or revised) any Employee Benefit Plan existing as of the date hereof, the Company will employment agreement or grant (and Quicksilver shall not (ipermit to be granted) any material increase in any manner the compensation or benefits of any Business Employee unless such increase applies to substantially all of the current other employees covered under the applicable employee benefit program; or (P) agree, whether in writing or former directorsotherwise, officers, employees, consultants, independent contractors or other service providers to do any of Company the foregoing. BreitBurn’s approval of any action restricted by clause (collectively, “Company Resources”B), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employeesG), (ivM) accelerate or (P) of this Section 6.1(b)(ii) shall not be unreasonably withheld or delayed and shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the vesting circumstances and such shorter time is specified in Quicksilver’s notice) of or lapsing of restrictions with respect Quicksilver’s notice to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except BreitBurn requesting such consent unless BreitBurn notifies Quicksilver to the extent required pursuant to any Investment Canada Approvalcontrary during that period. Notwithstanding the foregoing provisions of this Section 6.1, hire or promote employees in the position event of manager or above or (y) other than for just cause or in order to prevent a breach an emergency, Quicksilver may take such action as reasonably necessary and shall notify BreitBurn of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any such action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orthereafter.

Operation of the Business. (a) From the date of hereof until the Partnership Merger Effective Time or the date, if any, on which this Agreement until is terminated pursuant to Section 9.1 (the earlier of “Pre-Closing Period”), the Closing or the termination of this AgreementPaladin Parties agree, except as required, permitted or otherwise contemplated by this Agreement, required by Law, Agreement or as set forth in Section 4.2 6.1 of the Company Paladin Disclosure Schedule or as consented to by Buyer in writing (and except with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, to use commercially reasonable efforts to conduct the businesses of Paladin OP and the Subsidiaries in all material respects in the ordinary course of business consistent with past practice; and Paladin OP shall and shall cause the Subsidiaries to use commercially reasonable efforts to (i) conduct their operations in compliance, in all material respects, with applicable Laws consistent with past practice; and (ii) preserve their assets and properties in good repair and condition. Without limiting the generality of the foregoing, during the Pre-Closing Period except as expressly permitted by this Agreement, including those actions set forth in Section 6.1 of the Paladin Disclosure Schedule, or as consented to in writing by Parent, which consent will not be unreasonably withheld, conditioned or delayed), Shareholder will cause Paladin OP shall not and shall not permit any of the Company Subsidiaries to: (ai) conduct the business authorize for issuance, issue or sell, pledge, dispose of or subject to any Lien or agree or commit to any of the Company foregoing in the Ordinary Course respect of, any Paladin OP Units or other Equity Interests of BusinessPaladin OP or any Subsidiary; (bii) use its commercially reasonable efforts to maintain the propertieseffect any recapitalization, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businessreclassification or repurchase or redeem any Equity Interest; (ciii) manage payablesreclassify, receivables and working capital in the Ordinary Course combine, split or subdivide any Paladin OP Units or any other Equity Interest of BusinessPaladin OP or any Subsidiary; (div) unless replaced declare, set aside, make or renewed pay any dividend or other distribution, payable in cash, Paladin OP Units, property or otherwise, with respect to any Paladin OP Units or any other Equity Interests of Paladin OP or any Subsidiary, except (A) the monthly cash distributions on commercially reasonable terms with substantially similar Paladin OP Units to be declared and paid in cash on or better coverage before the Partnership Merger Effective Time in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, continue in full force and effect without modification all insurance policies listed (B) dividends or distributions paid to Paladin OP by any Subsidiary, including any proceeds from the sale of the Beechwood Property, (C) dividends or distributions, other than with respect to the California Property, required under the applicable organizational documents of such entities as set forth in Section 2.20 6.1(a)(iv)(C) of the Company Paladin Disclosure ScheduleSchedule or (D) distributions of cash by Paladin OP to Paladin before the Closing Date. (v) amend or otherwise change any provision of the Paladin Charter, Paladin Bylaws, Paladin OP Agreement, certificate of limited partnership of Paladin OP or any Subsidiary’s organizational documents; (evi) comply acquire, or agree to acquire, by merger or consolidation, or by purchasing all or a substantial portion of the assets of, or by purchasing all or a substantial Equity Interest in, or by any other manner, in all material respects with all applicable Lawsa single transaction or in a series of related transactions, any Person, business, entity or division thereof or otherwise acquire or agree to acquire any properties or assets that are material, individually or in the aggregate, to Paladin OP, except transactions that would not adversely impact the transactions contemplated hereby; (fvii) maintain its books incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person (other than a Subsidiary) for Indebtedness, except for: (A) refinancings of Indebtedness becoming due and records payable in accordance with their terms on terms and in such amounts reasonably acceptable to Parent; (B) Indebtedness for borrowed money incurred in order for Paladin OP to pay the monthly dividend on Paladin OP Units permitted by Section 6.1(a)(iv); and (C) inter-company Indebtedness among Paladin OP and the Subsidiaries in the ordinary course of business consistent with past practice; (gviii) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change except as provided in the Company’s capitalization other than as set forth on Section 4.12 6.1(a)(viii) of the Company Paladin Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter intomodify, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, terminate any Material Contract (or enter into any new material Contract that, if in existence on entered into prior to the date of this Agreement, would constitute have been required to be listed in Section 4.13(a) of the Paladin Disclosure Schedule as a Material Contract; (ix) modify, amend or terminate any of the Leases at the California Property, except in accordance with the terms thereof; (x) modify, amend or terminate any Existing Loan Document, JV Contract or Management Contract, other than amendments or modifications permitted to be made by a JV Partner, in its sole discretion, in accordance with the terms of such JV Contract; (xi) except as otherwise permitted under Section 7.10 hereof, modify, amend or extend the Stone Ridge Note; (xii) grant any Consent or other approval with respect to or under any JV Contract, except in the ordinary course of business consistent with past practice; (xiii) take any action that would be reasonably likely to cause a material increase or decrease in the balance of any JV Preferred Return other than in the ordinary course of business, including (x) changes in any JV Preferred Return as a result of capital contributions or distributions made in accordance with the applicable JV Agreement and (y) consistent with the Waterfall Model; (xiv) fail to use its reasonable best efforts to comply with its obligations under the Material Contracts, including the Existing Loan Documents and JV Contracts; (xv) repurchase, repay or pre-pay any Indebtedness, except repayments of revolving credit facilities or other similar lines of credit in the ordinary course of business, payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto, prepayments of Existing Mortgage Indebtedness in accordance with their terms, as such loans become due and payable or payment of Indebtedness in accordance with its terms; or pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedulebusiness consistent with past practice; (jxvi) not authorize, or enter into any commitment for, any material capital expenditure (such authorized or make any capital expenditures, except committed material capital expenditures being referred to hereinafter as the “Capital Expenditures”) other than (A) Capital Expenditures required to be made pursuant Section 6.1(a)(xvi) of the Paladin Disclosure Schedule; and (B) Capital Expenditures in the ordinary course of business and consistent with past practicespractice necessary to maintain the physical and structural integrity of the Properties and as reasonably determined by Paladin OP to be necessary to keep the Properties in working order, to comply with Laws, and to repair and/or prevent damage to any of the Properties as is necessary in the event of an emergency situation, which Capital Expenditures shall not exceed Five Hundred Thousand Dollars ($500,000), in the aggregate; (kxvii) not acquire the equity securitiessell, lease, license, assign or substantially all transfer any material portion of its assets, whether tangible or intangible, including any of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure ScheduleProperties; (lxviii) not settle mortgage, encumber or agree subject to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain Lien any material restriction on the operation portion of its assets, whether tangible or intangible, including any of the business of the Company following the ClosingProperties, except as permitted by Section 6.1(a)(vii); (mxix) except as required under fail to use its best commercial efforts to maintain in full force and effect the terms of any Employee Benefit Plan existing as of the date hereofinsurance policies or to replace such insurance policies with comparable insurance policies covering Paladin OP, the Company will not Properties, Subsidiaries and their respective properties, assets and businesses or substantially equivalent policies; (ixx) increase in make any manner the compensation loan or benefits of enter into any other material transaction with, any of the current or former its directors, officers, employeesmanagers, consultantsmembers, independent contractors partners or other service providers employees outside the ordinary course of Company business; (collectivelyxxi) settle or compromise any Action in which Paladin OP or a Subsidiary is a defendant (whether or not commenced prior to the date of this Agreement) or settle, “Company Resources”), (ii) pay or compromise any amounts or increase any amounts payable to Company Resources claims not required to be paid, in any such case if doing so will materially adversely affect the business of Paladin OP or the Subsidiaries or the ability of the Paladin Parties to consummate the transactions contemplated by this Agreement; (xxii) change any current plan of its methods of accounting or agreement accounting practices in any material respect or make any material Tax election; (other than payment of base compensation xxiii) take any action that would be reasonably likely to cause, individually or in the Ordinary Course aggregate, a Property Material Adverse Effect or a Paladin Material Adverse Effect; (xxiv) take any action or omit to take any action that would reasonably be likely to cause the representations or warranties in Article 4 not to be true at Closing, such that the condition set forth in Section 8.2 would not be satisfied at the Closing; or (xxv) announce an intention, enter into any agreement or otherwise make a commitment, to do any of Businessthe foregoing. (b) Nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate control or commit itself direct Paladin OP’s operations prior to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except Partnership Merger Effective Time. Prior to the extent required pursuant to any Investment Canada ApprovalPartnership Merger Effective Time, hire or promote employees in Paladin OP shall exercise, consistent with the position of manager or above or (y) other than for just cause or in order to prevent a breach terms and conditions of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay complete control and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of supervision over its property or assets (real, personal or mixed, tangible oroperations.

Operation of the Business. From (a) During the date of Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement until the earlier of the Closing or the termination of this Agreement, except as otherwise contemplated by this Agreement, required by Lawapplicable Laws, as set forth in Section 4.2 (B) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (C) with the written consent of the Company Disclosure Schedule or as consented to by Buyer in writing Parent (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: ) or (aD) conduct the business as set forth in Section 6.2 of the Company in Disclosure Schedule, the Ordinary Course of Business; (b) Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to maintain the properties, physical facilities (i) conduct in all material respects its business and operations of the Company in the same condition as they were on the date of this Agreement ordinary course and (subject to reasonable wear and tear), ii) preserve intact the material components of the current business organization of the CompanyCompany and its Subsidiaries, keep available the services of the current officers and key employees of the Company, and maintain the including by maintaining their relations and goodwill with all material suppliers, material customers, lenders Governmental Bodies and others having other material business relationships relations (it being understood that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a)). (b) During the Pre-Closing Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iii) with the Company in the Ordinary Course written consent of Business; Parent (cwhich consent shall not be unreasonably withheld, conditioned or delayed) manage payables, receivables and working capital in the Ordinary Course of Business; or (div) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed as set forth in Section 2.20 6.2 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries to not: (i) amend or permit the adoption of any amendment to the Company’s certificate of incorporation and bylaws or the organizational documents of its Subsidiaries; (eii) comply (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in all material respects respect of any shares of its capital stock (including the Company Common Stock) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions of Shares outstanding as of the Agreement Date pursuant to the Company’s right (under written commitments in effect as of the Agreement Date) to purchase or reacquire Shares held by a Company Associate only upon termination of such associate’s employment or engagement by the Company or any of its Subsidiaries; (2) repurchases of Company Stock Awards (or shares of capital stock issued upon the exercise or vesting thereof) outstanding on the Agreement Date (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the Agreement Date) between the Company or any of its Subsidiaries and a Company Associate only upon termination of such Person’s employment or engagement by the Company or any of its Subsidiaries; or (3) in connection with all applicable Lawswithholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards; (fiii) maintain split, combine, subdivide or reclassify any Shares or other equity interests; (iv) issue, sell, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, grant delivery, pledge, transfer or encumbrance (other than pursuant to agreements in effect as of the Agreement Date) of (A) any capital stock, equity interest or other security of the Company or any of its books Subsidiaries, (B) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security of the Company or any of its Subsidiaries, or (C) any instrument convertible into or exchangeable for any capital stock, equity interest or other security of the Company or any of its Subsidiaries (except that (1) the Company may issue Shares as required to be issued upon the exercise of Company Options or the vesting of Company Stock Awards and records (2) the Company may issue Company Stock Awards to new employees who were offered Company Stock Awards as part of offer letters that were executed prior to the Agreement Date), it being understood that no such Company Stock Awards may be accelerated other than in accordance with the terms of this Agreement; (v) except as contemplated by Section 3.8, establish, adopt, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the Agreement Date), or amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the Agreement Date) or grant any employee or director any increase in compensation, bonuses or other benefits, except that the Company and its Subsidiaries may (A) change the title of its employees, provided such changes in title do not involve increases in the applicable employee’s compensation except as otherwise provided for under this Section 6.2(b)(v); (B) provide increases in salary, wages, bonuses or benefits to employees as required under a Company Employee Agreement; (C) amend any Employee Plans to the extent required by applicable Laws; and (D) make bonus or commission payments in the ordinary course of business in accordance with the bonus or commission plans existing on the Agreement Date; (vi) (A) enter into (1) any change-of-control agreement with any executive officer, employee, director or independent contractor or (2) any retention, employment, severance or other material agreement with any executive officer or director, (B) enter into any employment or severance agreement with any non-executive officer employee with an annual base salary greater than $175,000 or any consulting agreement with an independent contractor with an annual base compensation greater than $175,000 or (C) hire any employee with an annual base salary in excess of $175,000 or with officer-level responsibilities; (vii) form any Subsidiary, acquire any equity interest in any other Entity or enter into any material joint venture, partnership, collaboration or similar profit-sharing arrangement; (viii) make or authorize any capital expenditure, except that the Company and its Subsidiaries may make any capital expenditure that is provided for in the Company’s capital expense budget either delivered or made available to Parent prior to the Agreement Date, which expenditures shall be in accordance with the categories set forth in such budget or (B) when added to all other capital expenditures made on behalf of the Company and its Subsidiaries since the Agreement Date but not provided for in the Company’s capital expense budget either delivered or made available to Parent prior to the Agreement Date, does not exceed $25,000 individually and $200,000 in the aggregate; (ix) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, mortgage or otherwise subject to any material Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property, except, in the case of any of the foregoing (A) in the ordinary course of business (including entering into non-exclusive license agreements in the ordinary course of business), (B) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Company and its Subsidiaries or (C) as provided for in the Company’s capital expense budget delivered or made available to Parent prior to the Agreement Date; (x) lend money or make capital contributions or advances to or make investments in, any Person, or incur or guarantee any Indebtedness, except for advances to employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice; (gxi) except as required by applicable Law, (A) make or change any material Tax election, (B) adopt or change any material method of Tax accounting, (C) consent to the extension or waiver of the statutory period of limitations applicable to any Tax claim or assessment (other than pursuant to extensions of the due date for filing a Tax Return) or (D) settle or compromise any material Tax liability or refund; (xii) settle, release, waive or compromise any Legal Proceeding, other than (A) any Legal Proceeding relating to a breach of this Agreement or any other agreements contemplated hereby or pursuant to a settlement that does not relate to any of the Transactions or (B) any Legal Proceeding (1) that results solely in an obligation involving only the payment of monies by the Company that is to be satisfied with the proceeds of the Company’ insurance policies and (2) does not involve the admission of wrongdoing by the Company or any of its Subsidiaries; (xiii) enter into any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable Laws); (xiv) adopt or implement any stockholder rights plan or similar arrangement; (xv) adopt a new plan or agreement of complete or partial liquidation, liquidation or dissolution, restructuringmerger, consolidation, restructuring, recapitalization or other reorganization reorganization; or (xvi) authorize any of, or like change agree or commit to take, any of the actions described in clauses (i) through (xv) of this Section 6.2(b). (c) Notwithstanding the Company’s capitalization other than as set forth on Section 4.12 foregoing, nothing contained herein shall give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Company Disclosure Schedule; (h) not waive or any of its Subsidiaries prior to the Effective Time, and nothing contained in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of Agreement is intended to give the Company Disclosure Schedule; (j) not enter into and its Subsidiaries, directly or make any capital expendituresindirectly, except capital expenditures made the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date and conditions hereof, the Company will complete control and supervision of its and its Subsidiaries’ respective operations. Consent shall not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent be required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, Section 6.2 if the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in has a reasonable good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orbelief that obtaining such consent may violate Antitrust Law.

Operation of the Business. From (a) During the Pre-Closing Period, except as otherwise permitted or required by this Agreement, the Company and Seller, with respect to the Business, shall: (i) carry on the Business in the Ordinary Course of Business, consistent in all material respects with past practices, if applicable; (ii) maintain and preserve intact the current organization, business and franchise of the Company and the Business and to preserve the rights, franchises, goodwill and relationships of the employees, customers, lenders, suppliers, regulators and others having business relationships with the Business; (iii) maintain (A) the Business Assets in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the Business Assets and the Business in such amounts and of such kinds comparable to that in effect on the date of this Agreement until Agreement; (iv) except in the earlier Ordinary Course of Business, preserve the Business Intellectual Property; (v) (A) maintain the books, accounts and records of the Closing Company and the Business in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts (other than in the termination Ordinary Course of Business), and (C) comply with all contractual and other obligations applicable to the operation of the Company and the Business; and (vi) comply in all material respects with all applicable Laws. (b) Except as otherwise expressly provided in this Agreement, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 6.3(b) of the Company Disclosure Schedule or as consented to by Buyer in writing with the prior written consent of Purchaser (which consent shall will not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toand Seller, with respect to the Business, shall not: (ai) conduct amend the business Governing Documents of the Company; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Company in or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the Ordinary Course capital stock or other securities of Businessthe Company; (biii) use its commercially reasonable efforts to maintain the propertieseffect any recapitalization, physical facilities and operations of the Company reclassification, stock split or like change in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization capitalization of the Company, keep available the services of the current officers and key ; (iv) award or pay any bonuses to employees of the Company, except to the extent awarded and maintain accrued on the relations and goodwill with suppliersBalance Sheet or enter into any employment, customersdeferred compensation, lenders and others having material business relationships with severance or similar agreement (nor amended any such agreement) or agree to increase the Company in the Ordinary Course compensation payable or to become payable by it to any of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultantsagents or representatives or agree to increase the coverage or benefits available under any severance pay, independent contractors termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other service providers of Company (collectivelyincentive compensation, “Company Resources”)insurance, (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, pension or other employee benefit plan plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (v) make any change in accounting or Tax reporting principles, methods or policies; (vi) make or rescind any election relating to Taxes, settled or compromised any claim relating to Taxes; (vii) enter into any transaction or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company conduct its business other than in the Ordinary Course of Business; (pviii) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 make any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to Seller or any director, officer, partner, stockholder or Affiliate of Seller; (ix) mortgage, pledge or subject to any Lien any of its assets, or acquire any assets or sell, assign, transfer, convey, lease or otherwise dispose of any assets of the Company Disclosure Scheduleor the Business, not grant any licenseexcept for assets acquired or sold, sublicenseassigned, covenant not to xxxtransferred, conveyed, leased or other rights under or with respect to the Company Intellectual Property except otherwise disposed of in the Ordinary Course of Business; (qx) cancel or compromise any debt or claim or amend, cancel, terminate, relinquish, waive or release any agreement or right except in the Ordinary Course of Business and which, in the aggregate, would not borrow or agree be material to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Scheduleor the Business; (rxi) make or commit to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $200,000 in the aggregate; (xii) cause any acceleration, termination, material modification, amendment or cancelation of any Material Contract, except according to its terms or in the Ordinary Course of Business; (xiii) enter into any agreements with minimum purchase commitments in an amount in excess of $100,000 in the aggregate other than agreements with Flextronics Logistics USA, Inc. for production parts that arise in the Ordinary Course of Business; (xiv) issue, create, incur, assume or guarantee any Indebtedness in an amount in excess of $200,000 in the aggregate, other than in the Ordinary Course of Business; (xv) sell, lease, assign, transfer, license or otherwise encumber any Intellectual Property (other than by granting non-exclusive licenses of Intellectual Property to customers pursuant to written agreements in connection with the sale of products or the provision of services in the Ordinary Course of Business), disclose any material proprietary confidential information to any Person (other than to a third party pursuant to a written confidentiality agreement in the Ordinary Course of Business, or to Purchaser and its Affiliates), abandon or permit to lapse or otherwise fail to maintain in full force and effect any Intellectual Property; (xvi) institute or settle any material Proceeding; or (xvii) agree to do anything prohibited by this Section 6.3. Notwithstanding the foregoing, nothing contained in this Agreement will prohibit the Company, whether or not allow in the usual and Ordinary Course of Business and whether or not consistent with past practices, from (x) paying or prepaying any of obligation or from paying, transferring or distributing to Seller any cash that may be lawfully distributed to Seller during the Pre-Closing Period or (y) amending its property Governing Documents, permits or assets (real, personal or mixed, tangible oragreements to change its name to a name that does not include the word “M/A-COM.”

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by Acquiree and the Shareholders, during the period from the date of this Agreement until to the earlier Closing Date, Acquiror will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the transactions required by this Agreement. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules, required by Lawprior to the Closing Date, as set forth in Section 4.2 Acquiror will not without the prior written consent of Acquiree and the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toShareholders: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businesscapital stock or any other securities; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness; (ii) assume, continue in full force and effect without modification all insurance policies listed in Section 2.20 guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of the Company Disclosure Scheduleany other or (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers of Company (collectively, “Company Resources”)employees everywhere, (ii) pay or agree to pay any amounts bonus, pension, retirement allowance, severance or increase other employee benefit except as required under currently existing Acquiree Benefit Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the prior year, or (iii) amend, terminate or enter into any amounts payable to Company Resources not required by employment, consulting, severance, change in control or similar agreements or arrangements with any current plan of its directors, officers or agreement other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than payment of base compensation in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) to any Company Resourceplan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) not fail to promptly pay and discharge current Liabilities when duecompromise, except where disputed in good faith by appropriate proceedingssettle or otherwise modify any material claim or litigation; (ok) not forgive, cancel or defer permit any Indebtedness owing existing insurance policy insuring Acquiror Assets to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business;terminate; or (pl) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedulecommit, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by IBUI, during the period from the date of this Agreement until to the earlier Effective Date, RAI and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the RAI Disclosure Schedule, required by Lawprior to the Effective Date, as set forth in Section 4.2 neither RAI nor any of its Subsidiaries will, without the Company Disclosure Schedule or as consented to by Buyer in writing (which prior written consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toof IBUI: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company in the same condition as they were any existing RAI options or warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessRAI Disclosure Schedule; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the Ordinary Course terms of Business;any such securities, except for the Reverse Stock Split as defined in Section 9.8 hereof. (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness, continue or with respect to its Wholly-Owned Subsidiaries in full force the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and effect without modification all insurance policies listed disclosed in Section 2.20 of the Company RAI Disclosure Schedule; ; or (eiii) comply in all material respects with all applicable Laws; (f) maintain make any loans, advances or capital contributions to, or investments in, any other Person except its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material writeWholly-off or compromise of accounts receivableOwned Subsidiaries; (i) not enter into, amend in any material respect RAI Benefit Plan or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), ii) except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made business consistent with past practices; usual practice or established policy (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (ia) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectivelyb) pay or agree to pay any bonus, “Company Resources”)pension, retirement allowance, severance or other employee benefit except as required under currently existing RAI Benefit Plans disclosed in the RAI Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) pay any amounts acquisition of a material amount of assets or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcesecurities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) compromise, settle or otherwise modify any material claim or litigation not fail to promptly pay and discharge current Liabilities when due, except where disputed identified in good faith by appropriate proceedings;the RAI Disclosure Schedule; or (ok) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From and after the date of this Agreement until the earlier to occur of the Initial Closing or and the termination date, if any, on which this Agreement is terminated, the Company shall, and the Company shall cause each of its Subsidiaries to, conduct their respective business in the ordinary course consistent with the past practice of the Company and its Subsidiaries and in accordance with all applicable Law. From and after the date of this AgreementAgreement until the earlier to occur of the Initial Closing and the date, if any, on which this Agreement is terminated, except as otherwise contemplated by this Agreement, required the Framework Agreement (but solely to the extent expressly contemplated by Lawthe Framework Agreement and provided that the right of the Company and its Subsidiaries to take actions pursuant to the Framework Agreement shall not in any way limit the consent rights of the Investor with respect to the following clauses of Section 10.2: 10.2(d), (o), 10.2(t), 10.2(u), 10.2(v) or 10.2(w)) or as set forth in Section 4.2 on Schedule 10.2, neither the Company nor any of its Subsidiaries shall take any of the Company Disclosure Schedule or as consented to by Buyer in writing following actions without the prior written consent of the Investor (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to:): (a) conduct engage in or authorize any creation, pledge, increase in the business number, sale, issuance or grant of, or effect any recapitalization, reacquisition, reorganization, combination, reclassification, stock-split, reverse stock-split or other similar transaction with respect to, any Equity Securities of the Company in the Ordinary Course or any of Businessits Subsidiaries; (b) use redeem, subscribe for, purchase or otherwise acquire, establish a record date for, declare, set aside for payment, accrue, authorize, make or pay any dividend on or distribution on, or make any other distribution in respect of, any Equity Securities of the Company or any of its commercially reasonable efforts Subsidiaries, other than (i) dividends or distributions necessary to maintain the propertiesCompany’s status as a “real estate investment trust” complying with the requirements of Sections 856 through 860 of the Code and the Regulations related thereto, physical facilities and operations (ii) dividends, distributions or redemptions expressly required by the Grace Agreements, (iii) dividends or distributions by a Subsidiary of the Company in the same condition as they were on the date (other than Opco) to Opco or to any wholly owned Subsidiary of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the CompanyOpco, and maintain (iv) pro rata distributions to the relations equityholders of BSE/AH Blacksburg Hotel, L.L.C and goodwill with suppliersBSE/AH Blacksburg Hotel Operator, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessL.L.C.; (c) manage payablesamend, receivables alter, repeal, supplement, waive or grant any consent under any provision of the Charter, the Bylaws or any Subsidiary Organizational Document (including whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise) other than in connection with the filing of the Initial Articles Supplementary or Articles Supplementary, the adoption of the A&R Bylaws or the Charter Amendment in connection with Section 10.12 and working capital in to the Ordinary Course extent required under the Framework Agreement to waive the application of Businessthe Aggregate Share Ownership Limit to American Realty Capital Hospitality Advisors, LLC, American Realty Capital Hospitality Properties, LLC, American Realty Hospitality Grace Portfolio, LLC and their respective Affiliates; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in except for transactions solely between the Ordinary Course of Business, continue in full force Company and effect without modification all insurance policies listed in Section 2.20 any wholly owned Subsidiary of the Company Disclosure Scheduleor among wholly owned Subsidiaries of the Company, purchase, lease or otherwise acquire (including by merger, consolidation, acquisition of stock or assets or any other business combination), directly or indirectly, any corporation, partnership, other business organization or division thereof or any other business or any Equity Security in any Person or any real estate assets or personal property of any other Person, or make any capital contribution, capital commitment, loan advance to or any investment in any Person, other than (1) investments in or capital contributions to any non-wholly owned Subsidiary of the Company to the extent contractually obligated to make such investments or capital contributions; (2) in accordance with the Approved 2017 Business Plan (including the purchase of customary operating supplies and equipment used in the operation of hotels and leases and service arrangements pursuant to the Facilities Use Agreement contemplated by the Framework Agreement); (3) solely in the case of acquisitions of personal property, acquisitions that would result in deviations from the Approved 2017 Business Plan that, when taken together with all other deviations from the G&A Budget, would not exceed the Permitted Q1 G&A Variance; or (4) solely in the case of acquisitions of personal property, acquisitions pursuant to the Asset Assignment Agreement; (e) comply sell, pledge, abandon, assign, license, lease or otherwise dispose of, in a single transaction or series of related transactions, any of the rights, Properties, real property or assets of the Company or any of its Subsidiaries other than (i) sales of real property for consideration of less than $5,000,000 for any single transaction or $25,000,000 in the aggregate for all material respects with all applicable Laws; such transactions, or (fii) maintain its books and records the sale of inventory in accordance the ordinary course of business consistent with past practice; (gf) not adopt a new plan grant or agreement suffer to exist any Lien with respect to any of complete its Properties or partial liquidation, dissolution, restructuring, consolidation, recapitalization or assets other reorganization or like change than (i) Liens in the ordinary course of business that would not be materially adverse to any such Properties (except Liens on any Equity Securities of any Subsidiary of the Company’s capitalization other than as set forth on Section 4.12 ), (ii) Liens securing Indebtedness for borrowed money of the Company Disclosure Scheduleor its Subsidiaries that are outstanding as of the date hereof and set forth in Schedule 5.19(a)(ii), and (iii) Permitted Liens (except Liens on any Equity Securities of any Subsidiaries of the Company); (g) incur, assume or guarantee any Indebtedness or assume any Liability of any other Person or enter into Contract or other obligation to incur, assume or guarantee any Indebtedness or assume any Liability of any other Person, except (i) intercompany Indebtedness between the Company and any wholly-owned Subsidiary of the Company or among wholly-owned Subsidiaries of the Company and (ii) in the case of assumption of Liabilities other than Indebtedness, Liabilities assumed in the ordinary course of business in accordance with the Approved 2017 Business Plan; (h) not waive except in writing connection with the transactions contemplated herein, redeem, purchase or otherwise acquire, retire, modify, forgive, repay (except for regularly scheduled principal and interest payments required under any material right Indebtedness), prepay or amend the terms of any Indebtedness other than (i) redemptions of Grace Preferred Equity Interests to the extent expressly required under the terms of the CompanyGrace Agreements, including and (ii) any material write-off or compromise principal repayments, in an aggregate amount not to exceed $5,000,000, under the ENN Pool I Loan Documents as may be necessary to satisfy the Minimum Extension Debt Yield (as defined in the ENN Pool I Loan Documents) under Section 2.7(f) of accounts receivablethe ENN Pool I Loan Documents in connection with the Borrower’s exercise of the Second Extension Option (as defined in the ENN Pool I Loan Documents) thereunder; (i) not except for transactions contemplated under the Framework Agreement and the performance under Contracts with Related Parties existing as of the date hereof in accordance with their terms as contemplated by the Framework Agreement, discharge any Liability with or on behalf of, enter intointo any Contract with or amend, amend terminate, renew, or waive any provision of or modify any existing Contract with or undertake or engage in any material respect transaction with, directly or terminate, release, waive any rights under, or assign any rights underindirectly, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure ScheduleRelated Party; (j) not enter into any new line of business or abandon or discontinue any existing line of business; (k) enter into any settlement, payment, discharge, compromise or satisfaction of any Action, except for Actions involving solely monetary damages not exceeding $100,000 individually or $500,000 in the aggregate (net of reasonably expected insurance proceeds recoverable in respect of ordinary course claims arising out of the operation of the Properties of the Company and its Subsidiaries); (l) cancel, compromise, fail to exercise, waive or release any right or claim, or any series of related rights or claims, other than in connection with an Action, that exceeds $100,000 individually or $500,000 in the aggregate; (m) change its auditor, or change (as defined in accordance with the Generally Accepted Accounting Principles) its accounting or auditing policies, practices or principles, other than as required by Generally Accepted Accounting Principles (or any interpretation thereof) or applicable Law; (n) dispose of or permit to lapse any material Permits; (o) make any capital expenditures, except other than (i) as specifically set forth in the Approved 2017 Business Plan, (ii) any capital expenditure for consideration of less than $100,000 for any single parcel of Real Property so long as all capital expenditures made consistent with past practicesrespect to all parcels of Real Property other than as specifically set forth in the Approved 2017 Business Plan do not exceed $500,000 in the aggregate, (iii) as may be reasonably incurred in connection with a bona-fide emergency presenting imminent threat of material harm to persons and/or damage to the Company’s or any of its Subsidiary’s Property where it is not practical to seek the consent of the Investor (so long as notice of such capital expenditures is provided promptly to the Investor), or (iv) pursuant to the Facilities Use Agreement contemplated by the Framework Agreement in accordance with the Approved 2017 Business Plan; (kp) not acquire the equity securitiesterminate, let lapse, fail to maintain in full force and effect (or to replace with other policies and bonds providing substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (lsimilar insurance coverage) not settle or agree to settle any legal proceeding materially amend or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain modify any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan Insurance Policy or bond existing as of the date hereof, or materially reduce the Company will not amount of any insurance coverage provided thereunder; (q) except (i) increase as otherwise expressly permitted or required by this Agreement, and (ii) any termination or renewal in accordance with the terms of any existing Material Contract that occurs automatically without any action by the Company or any Company Subsidiary (provided that the Company shall provide the Investor with reasonable advance notice of any such automatic renewals), accelerate, cancel, renew, grant a waiver under, amend or modify in any manner the compensation material respect, waive, release, assign or benefits of terminate (or consent to or approve any of the current foregoing with respect to) any existing Material Contract or former directorsany other Contract that would have been a Material Contract if in effect on the date hereof or enter into any Contract that would have been a Material Contract if in effect on the date hereof; provided that for purposes of this Section 10.2(q), officersHotel Level Operating Contracts shall not be deemed to be Material Contracts to the extent that any such actions with respect to Hotel Level Operating Contracts described in this Section 10.2(q) are taken in the ordinary course of business consistent with past practice; provided, employeesfurther, consultantsthat the Company shall not amend or modify any of the Hotel Level Operating Contracts listed as items 90, independent contractors 91 and 92 on Schedule 1.1(c) to the extent such amendment or modification would cause the Company or any of its Subsidiaries or any of the Company’s or Subsidiaries’ respective equityholders to become subject to the terms thereof or result in any material liability to the Company or any of its Subsidiaries or any of the Company’s or Subsidiaries’ respective equityholders thereunder; (r) opt into Section 3-803, Section 3-804(a), Section 3-804(b) or Section 3-805 of the Maryland General Corporation Law; (s) adopt any plan of merger, consolidation, for the voluntary winding up, dissolution, liquidation, restructuring, recapitalization or other service providers reorganization, file a petition in bankruptcy under any provisions of Company (collectivelyfederal or state bankruptcy Law or consent to the filing of any bankruptcy petition under any similar Law, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required except by any current plan Company Subsidiary in order to effect any acquisitions permitted pursuant to Section 10.2(d) in a manner that would not reasonably be expected to be adverse to the Company or agreement prevent or materially delay the consummation of the transactions contemplated by this Agreement; (t) grant or agree to grant to any director, officer, or employee of the Company or any of the Company’s Subsidiaries earning a base salary or other than payment of annual base compensation of more than $300,000 any material increase in the Ordinary Course of Business) to any Company Resourcesuch salary or compensation, (iii) become a party to, establish, amend, commence participation in, terminate incentive compensation or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund)opportunity, severance, pension, retirement, profit-sharing, welfare benefitor other compensation or benefits, or other employee benefit plan or agreement or employment agreement with or for the benefit of establish any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based new compensation or other long-term incentive compensation under any Employee Benefit Plansbenefit plans, (v) (x) except to the extent required pursuant to any Investment Canada Approvalagreements, hire arrangements or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Planunderstandings, or (vii) materially change amend or agree to amend any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determinedexisting Plan, except as may be required by Transaction Accounting Principles under applicable Law or applicable Law; provided, however, the Company may pay an existing Plan or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available CashContract; (nu) hire, promote or terminate (other than terminations for cause) any employee of the Company or any of the Company’s Subsidiaries (a) earning a base salary or other annual base compensation in excess of $300,000 or (b) for any position or role not fail to promptly pay and discharge current Liabilities when due, except where disputed specifically set forth in good faith by appropriate proceedingsthe Approved 2017 Business Plan or that would result in a cost increase in excess of the amounts set forth in the Approved 2017 Business Plan; (ov) not forgiveamend or make any modifications to or deviate from (or make any request of the Advisor for, cancel consent to or defer authorize the Advisor to make any Indebtedness owing to such amendments, modifications or deviations) the Company or waive any claims or rights General and Administrative Budget of the Company other than and its Subsidiaries (the “G&A Budget”) delivered by the Company to the Investor and approved by the Investor prior to the date hereof and contained in the Ordinary Course Approved 2017 Business Plan (except for (i) deviations that, in the aggregate, would not result in increases in cost of Business; more than five percent (p5.00%) other than in the license agreement entered into in connection with aggregate above the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or costs set forth with respect to the Company Intellectual Property except first quarter of 2017 in the Ordinary Course G&A Budget (such deviations, the “Permitted Q1 G&A Variance”) and (ii) deviations from the G&A Budget resulting from the purchase of Businessthe insurance policies described in the penultimate sentence of Section 7(f) of the Framework Agreement); (qw) not borrow make any request for additional services or consent to the provision of any additional services under the Advisory Agreement outside the ordinary course of business consistent with past practice; or (x) authorize, resolve, commit, agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect obligated to (whether directly, contingently, in writing or otherwise) to take any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; actions in the foregoing clauses (ra) not allow any of its property or assets through (real, personal or mixed, tangible orw).

Operation of the Business. From Until the date of this Agreement until Closing, Seller shall use its commercially reasonable efforts to cause the earlier of Company to conduct the Closing or Business and to operate and maintain its assets in the termination of this Agreementordinary course consistent with past practices, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 keep the books and records of the Company Disclosure Schedule or as consented to by in accordance with past practices, maintain all of its existing insurance coverage, maintain good working relationships with its customers and suppliers and employees consistent with past practices and pay all of its trade payables and other obligations on a timely basis. Seller will not, and shall cause the Company not to, without the prior written approval of Buyer in writing (which consent approval shall not be unreasonably withheld, conditioned delayed or delayed)conditioned) or as otherwise permitted by this Agreement or Schedule 6.1 or as required by Law, Shareholder will cause take any of the Company following actions with respect to (and only with respect to) the Company: (a) conduct the business amend its certificate of the Company in the Ordinary Course formation or limited liability company agreement, or issue or agree to issue any additional membership interests (or other equity interests) of Businessany class or series, or any securities convertible into or exchangeable or exercisable for membership interests (or other equity interests), or issue any options, warrants or other rights to acquire any membership interests (or other equity interests); (b) use its commercially reasonable efforts to maintain the propertieseffect any split, physical facilities and operations combination or reclassification of or redeem, repurchase or otherwise acquire, directly or indirectly, any of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessLLC Interests; (c) manage payablessell, receivables and working capital transfer, pledge, mortgage or otherwise dispose of or encumber or create any Lien (other than a Permitted Lien or any Lien that will be released at or prior to Closing) against any of the material assets of the Business other than in the Ordinary Course ordinary course of Businessbusiness; (d) unless replaced except as contemplated by Section 6.10(a), cancel any material debts, settle or renewed on commercially reasonable terms with substantially similar waive any material claims or better coverage in waive any material rights pertaining to the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Lawsincur, assume or guarantee any Indebtedness; (f) maintain its books and records make or change any Tax elections (except as required by Law), adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in accordance Law, file any amendment to a Tax Return, enter into any closing agreement with past practicerespect to Taxes, or settle any claim or assessment with respect to Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect to Taxes, or settle or compromise any Tax liability; (g) not enter into any employment or severance agreement or any other compensation arrangement binding on the Company or that would be binding on Buyer pursuant to Section 6.6; (h) except as may be required as a result of a change in Law or in GAAP, change any of the accounting principles or practices used by the Company; (i) except for those activities and expenditures contemplated by Schedule 6.1, make any capital expenditure or make any commitment to make any capital expenditure in excess of $250,000, other than (i) pursuant to existing commitments set forth in the Disclosed Contracts or Real Property Agreements, (ii) to repair, maintain or replace any assets, properties or facilities in the ordinary course of business, or (iii) as may be necessary to maintain or restore safe operations of the Business or respond to any catastrophe or other emergency situation; (j) adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization restructuring; (k) allow or like change cause the Company to acquire (by purchase, merger or otherwise) any equity interest in, or otherwise make any investment in, any other Person, or enter into any joint venture, partnership or similar agreement, other than (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof, (ii) commercial paper maturing within one year from the date of creation, (iii) deposits maturing within one year from the date of creation thereof, including certificates of deposit, or (iv) deposits in money market funds investing exclusively in investments described in clauses (i), (ii) or (iii); (l) knowingly allow any material Permit held by the Company to terminate or lapse; (m) enter into any agreement or amend, modify or terminate any Disclosed Contract or Permit to which either Company is a party or by which any of their assets are bound, except that the Company may (i) enter into agreements for the conduct of the Business or the maintenance of the Company’s assets in the ordinary course of business consistent with past practices and (ii) enter into or amend Firm Storage Service Agreements and Interruptible Storage Service Agreements consistent with past practices and in accordance with the Company’s tariffs on file with the CPUC; (n) seek authorization to modify its service offerings or tariff on file with the CPUC; (o) reduce the levels of pad gas in the Company’s capitalization gas storage facilities below the Minimum Pad Gas; or (p) agree, whether in writing or otherwise, to do any of the foregoing. provided, however, that nothing in this Section 6.1 shall preclude (i) Seller or the Company from obtaining the consent of any third party required in connection with the transactions contemplated by this Agreement or (ii) Seller from causing the Company to pay cash dividends, or make cash distributions to Seller or its Affiliates at any time prior to the Closing; and provided, further, that (i) the Company may prepare and submit to the CPUC (other than as set forth on in Section 4.12 6.1(n)) and other Governmental Entities applications for the issuance of Permits or other authorizations, and (ii) Seller may take such actions that are necessary to satisfy the condition precedent set forth in Section 7.1(c). Prior to the Closing, Seller shall cause the Company Disclosure Schedule; to manage the operation of its interruptible storage services business in accordance with the Company’s existing risk management policy. Additionally, prior to the Closing and for informational purposes only, Seller shall give notice (hwhich may be made by email or other electronic submission) not waive in writing any material right to Buyer (or to a representative of Buyer) immediately, on a daily basis, if the Interruptible Storage Services business’ “value at risk” measurement exceeds One Million Dollars ($1,000,000) (as measured and determined consistent with past practice of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible or.

Operation of the Business. From Between the date of this Agreement until and the earlier Effective Time, each of NELX and FSI will conduct its business only in the Closing or the termination ordinary course of this Agreementbusiness, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toand will: (a) conduct the business of the Company in the Ordinary Course of Businessnot amend its charter or bylaws; (b) not increase the compensation or benefits (including, without limitation, salary, bonus and commission schedules) of any personnel, except for non-key management personnel in the ordinary course of business; (c) use its commercially reasonable best efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the its current business organization of the Companyorganization, keep available the services of the current officers and key employees of the Companyits personnel, and maintain the relations and goodwill good will with suppliers, customers, lenders landlords, creditors, employees, agents, and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables it consistent with its sound business judgment and working capital in the Ordinary Course of Businesspast practices; (d) unless replaced not issue or renewed on commercially reasonable terms with substantially similar sell any debt or better coverage equity securities, (including upon the exercise of currently outstanding options, warrants and other rights) declare, set aside or pay any dividend or distribution in respect of its securities, or directly or indirectly redeem or repurchase any outstanding securities, provided that any issuance of stock by FSI pursuant to conversion rights in outstanding notes shall be prohibited only to the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of extent that it would increase the Company Disclosure ScheduleNELX Common Stock to be issued pursuant hereto; (e) comply not sell, assign, transfer, convey, lease or otherwise dispose of or subject to any Encumbrance any of its assets, except for sales of inventory and used equipment, in all material respects each case in the ordinary course of business consistent with all applicable Laws;past practice (f) maintain its books and records in accordance with past practicenot acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material assets or business of any person; (g) not adopt a new plan make any loans or agreement of complete or partial liquidationadvances to any person, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change except in the Company’s capitalization other than as set forth on Section 4.12 ordinary course of business nor discharge any debt prior to the Company Disclosure Schedulescheduled maturity thereof; (h) not waive make any payment or enter into any agreement or other transaction with any officer or director of such party, or TSA or any Subsidiary, other than employment compensation and benefits on the terms currently in writing any material right of the Company, including any material write-off or compromise of accounts receivableeffect; (i) not enter into, amend fail to comply in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date with all Requirements of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure ScheduleLaw applicable to its business; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices;operational changes or developments of a material nature; and (k) not acquire the equity securitiesenter into, amend or substantially all of the assets, of terminate any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle Contract which is or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may would be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses be disclosed in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orSchedule 6.11 hereto.

Operation of the Business. From (a) During the date of this Agreement until the earlier Pre-Closing Period, except (1) as set forth in Part 4.2(a)(i) of the Closing or the termination of this AgreementCompany Disclosure Schedule, except (2) as otherwise expressly contemplated by this Agreement, or (3) as required by Law, as set forth Legal Requirements or to the extent that Parent shall otherwise consent in Section 4.2 writing in advance: (i) the Company shall conduct its business and operations in the ordinary course and in accordance in all material respects with past practice and all applicable Legal Requirements and in accordance with Part 4.2(a)(ii) of the Company Disclosure Schedule and shall pay its debt, payables and Taxes when due (including Taxes due in connection with the vesting or as consented settlement of Company RSUs pursuant to by Buyer in writing Section 5.2(a)); and (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause ii) the Company to: (a) conduct the business of the Company in the Ordinary Course of Business; (b) shall use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the material components of its current business organization of the Companyorganization, keep available the services of the current its officers and key employees of the Company, and maintain the its relations and goodwill with all Governmental Bodies and all suppliers, customersvendors, lenders licensors, licensees, manufacturers, collaboration partners and others having other business partners with which it has material business relationships with the Company in the Ordinary Course of Business;dealing. (cb) manage payablesDuring the Pre-Closing Period, receivables and working capital except (1) as set forth in the Ordinary Course of Business; (dPart 4.2(b) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule, (2) as otherwise expressly contemplated by this Agreement, or (3) as required by applicable Legal Requirements, the Company shall not (without the prior written consent of Parent): (i) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property) in respect of any shares of capital stock or other equity interests or securities, or repurchase, redeem or otherwise reacquire any shares of capital stock or other equity interests or securities, other than: (A) pursuant to the Company’s right to repurchase restricted stock held by an employee of the Company upon termination of such employee’s employment; or (B) in connection with the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to the exercise of Company Options or the vesting or settlement of Company RSUs pursuant to the terms thereof (in effect as of the date hereof); (eii) comply in all material respects with all applicable Lawssell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, grant, delivery, pledge, transfer or encumbrance of: (A) any capital stock or other equity interest or security; (B) any option, call, warrant or right to acquire any capital stock or other equity interest or security; or (C) any instrument convertible into or exchangeable for any capital stock or other equity interest or security (except that the Company may issue shares of Company Common Stock upon the valid exercise of Company Options or Company Warrants outstanding as of the date of this Agreement); (fiii) maintain adopt, amend, terminate or waive or propose to adopt, amend, terminate or waive any of its books and records in accordance with past practicerights under, or accelerate the vesting under, any provision of any of the Company Option Plans, any provision of any agreement evidencing any outstanding stock option, any restricted stock unit grant, or performance-based vesting restricted stock unit grant, or otherwise modify any of the terms of any outstanding option, restricted stock unit, warrant or other security or any related Contract; (giv) not amend, terminate or grant any waiver under any standstill agreements; (v) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents (other than an amendment to its certificate of incorporation that is necessary to implement a reverse stock split to regain compliance with Nasdaq Global Market listing standards and in form and substance reasonably satisfactory to Parent); (vi) adopt or implement any stockholder rights plan or similar arrangement; (vii) (A) acquire or agree to acquire any equity interest or other interest in any other Entity; (B) form any Subsidiary; (C) enter into any joint venture, partnership, limited liability corporation or similar agreement or (D) effect or become a party to, or adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuringbusiness combination, amalgamation, merger, consolidation, recapitalization employee restructuring, recapitalization, other reorganization of the Company, or any share exchange, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction (other than a reverse stock split pursuant to an amendment to its certificate of incorporation that is necessary to regain compliance with Nasdaq Global Market listing standards and in form and substance reasonably satisfactory to Parent); (viii) make or authorize any capital expenditure, including with respect to the purchase of reagent and other materials (except that the Company may make any capital expenditure that does not exceed $50,000 individually or $150,000 in the aggregate); (A) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Material Contract or any Real Property Lease or any other Contract that would be a Company Material Contract or a Real Property Lease had it been in effect on the date hereof; or (B) amend, terminate, or waive any material right or remedy under, or replace or release, settle or compromise any material claim, liability or obligation under, any Company Material Contract or Real Property Lease, other than termination thereof upon the expiration of any such Contract or Real Property Lease in accordance with its terms; (x) acquire, lease, license or sublicense any right, including Intellectual Property Rights, or other reorganization asset from any other Person or like sell or otherwise dispose of, or lease or license, any right, including Intellectual Property Rights, or other asset to any other Person or divest, spin-off, abandon, fail to renew, terminate, cancel, waive, relinquish or permit to lapse, fail to pursue applications in, transfer, assign, guarantee, exchange or swap any of its rights, including Intellectual Property Rights, or other assets (except in each case for assets: (A) acquired, leased, licensed or disposed of by the Company in the ordinary course of business consistent with past practice; or (B) that are immaterial to the business of the Company); (xi) make any pledge or mortgage of any of its material assets or permit any of its material assets to become subject to any Encumbrances, except for Company Permitted Encumbrances and Encumbrances that do not materially detract from the value of such assets and do not materially impair the operations of the Company; (xii) lend money or make capital contributions or advances to or make any investment in, any Person (other than routine travel and business expense advances made to directors or employees, in each case in the ordinary course of business and consistent with past practice and in compliance with the Company’s policies related thereto), or incur or guarantee any indebtedness; (xiii) establish, adopt, enter into any new, amend, terminate or take any action to accelerate vesting, rights or payments under, or exercise discretion with respect to performance under, any Company Employee Plan or PEO Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof) (except entering into customary releases with departing employees in accordance with the personnel plan agreed by the parties prior to the date of this Agreement), grant or pay any bonus, profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, bonuses, fringe benefits or other compensation (including equity-based compensation, whether payable in stock, cash or other property), or grant or increase any other similar payment (including severance, change of control or termination payments) or remuneration payable to, any Company Associate (except that the Company: (A) may amend the Company Employee Plans or authorize or consent to an amendment to the PEO Plans to the extent required by applicable Legal Requirements or Sections 5.2 or 5.3 hereof; and (B) may make payments and provide such benefits in accordance with Company Employee Plans or PEO Plans existing on the date of this Agreement in the ordinary course of business and consistent with past practices) or enter into or amend any change-of-control, retention, severance or employment agreement or other agreement with any Company Associate; (xiv) hire any employee or terminate any Company Associate, other than terminations for cause (as determined in the Company’s capitalization reasonable discretion) or extend any new offer of employment or engagement with the Company; (xv) other than as set forth on required by concurrent changes in GAAP or SEC rules and regulations, change any of its methods of accounting or accounting practices in any respect; (xvi) make, change or revoke any election in respect of Taxes, change any annual Tax accounting period, amend any Tax Return, adopt or change any accounting method in respect of Taxes, settle or compromise any governmental audit or proceeding with respect to Taxes, surrender any right or claim of a refund of Tax, request any Tax ruling, enter into any closing agreement within the meaning of Section 4.12 7121 of the Code (or any similar provision of other applicable Legal Requirement), enter into any Tax sharing or similar Contract or arrangement, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or fail to pay any Tax (including any estimated Tax) that becomes due and payable; (xvii) commence any Legal Proceeding, except: (A) in such cases where the Company reasonably determines in good faith that the failure to commence suit could result in a material impairment of a valuable aspect of its business (provided, that the Company consults with Parent and considers the views and comments of Parent in good faith with respect to such Legal Proceedings prior to commencement thereof); or (B) in connection with the Contemplated Transactions or a breach of this Agreement or the other agreements listed in the definition of “Contemplated Transactions;” (xviii) settle any Legal Proceeding, other than pursuant to a settlement: (A) that results solely in monetary obligation involving only the payment of monies by the Company of not more than $50,000 in the aggregate; (B) does not involve the admission of wrongdoing by the Company and does not involve any injunction or equitable or other nonmonetary relief (other than immaterial and non-monetary relief incidental thereto) against the Company or any license, cross-license or similar arrangement with respect to any Intellectual Property Rights or product candidates of the Company; and (C) provides for a complete release of the claims in dispute giving rise to such settlement, release, waiver or compromise; provided, however, that the settlement of any Legal Proceeding brought by the stockholders of the Company Disclosure Scheduleagainst the Company and/or its directors or officers relating to the Contemplated Transactions or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 1.8(c) or Section 5.10, as applicable; (hxix) not waive in writing recognize, or enter into, any material right of the Companycollective bargaining agreement or any other Contract or other agreement with any labor organization, including any material write-off or compromise of accounts receivableexcept as otherwise required by applicable Legal Requirements and after advance notice to Parent; (ixx) not enter into, amend commence any clinical trial in respect of any material respect or terminate, release, waive any rights underproduct candidate, or assign terminate any rights underclinical trial or pre-clinical study in respect of any product candidate that is ongoing as of the date hereof; (xxi) qualify any new site for manufacturing of any product candidate; (xxii) make any (A) submissions to any Governmental Body relating to the Company’s business, including with respect to the conduct or design of clinical trials sponsored or proposed by the Company or (B) submissions to, or correspond with, any Material Contract (domestic or Contract thatforeign institutional review board, if in existence on privacy board or ethics committee regarding a clinical trial sponsored or proposed by the Company; provided, that to the extent the Company determines that any such action is required by Legal Requirements as a result of activities conducted by the Company prior to the date of this Agreement, would constitute a Material Contractthe Company shall be permitted to take such action so long as it provides notice to, and reasonably consults with, Parent prior to taking such action (to the extent permissible under applicable Legal Requirements), except ; (xxiii) fail to maintain in full force and effect the Ordinary Course of Business or as set forth on Section 4.12 existing insurance policies of the Company Disclosure Scheduleor to renew or replace such insurance policies with comparable insurance policies; (jxxiv) not enter into or make fail to preserve and maintain any capital expenditures, material Intellectual Property Rights of the Company except capital expenditures made consistent with past practicesnon-exclusive licenses and sublicenses of the Company’s Intellectual Property Rights to business relations of the Company; (kxxv) not acquire the equity securitiesdisclose to any third party (other than pursuant to written confidentiality obligations) or otherwise fail to preserve and maintain, any trade secrets, know-how, methods, processes, protocols, specifications, techniques, data or substantially all other confidential information or ideas of the assets, of Company; or (xxvi) agree or commit to take any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule;actions described in clauses “(i)” through “(xxv)” of this Section 4.2(b). (lc) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving During the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereofPre-Closing Period, the Company will not shall promptly notify Parent in writing (iand shall subsequently keep Parent informed on a current basis of any developments related to such notice) increase in upon obtaining Company knowledge of any manner event, condition, fact or circumstance that has made, or would reasonably be expected to make, the compensation or benefits satisfaction of any of the current Offer Conditions or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation the conditions set forth in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself Section 6 prior to the adoption of any stock option plan End Date impossible or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefitthat has had, or other employee benefit plan or agreement or employment agreement with or for would reasonably be expected to have, a Company Material Adverse Effect. Without limiting the benefit generality of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, howeverforegoing, the Company may pay shall promptly advise Parent in writing upon obtaining Company knowledge of any claim asserted or commit Legal Proceeding commenced or overtly threatened by any Governmental Body or other Person, in each case against, relating to pay bonuses in connection with or involving any of the transaction contemplated hereunder Contemplated Transactions. No notification given to Parent pursuant to this Section 4.2(c) shall limit or otherwise affect any of the extent such bonuses are included in Company Transaction Expenses representations, warranties, covenants or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights obligations of the Company other than contained in the Ordinary Course of Business;this Agreement. (pd) other than the license agreement entered into in connection with During the Pre-Closing Reorganization described Period, Parent shall promptly notify the Company in writing (and shall subsequently keep the Company informed on a current basis of any developments related to such notice) upon obtaining Parent knowledge of any event, condition, fact or circumstance that has made, or would reasonably be expected to make, the satisfaction of any of the Offer Conditions or the conditions set forth in Section 4.12 6 prior to the End Date impossible or that has had, or would reasonably be expected to have, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, Parent shall promptly advise the Company Disclosure Schedule, not grant in writing upon obtaining Parent knowledge of any license, sublicense, covenant not to xxx, claim asserted or Legal Proceeding commenced or overtly threatened by any Governmental Body or other rights under Person, in each case against, relating to or with respect involving any of the Contemplated Transactions. No notification given to the Company Intellectual Property except in the Ordinary Course of Business; (qpursuant to this Section 4.2(d) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, shall limit or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) affect any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any representations, warranties, covenants or obligations of its property or assets (real, personal or mixed, tangible orParent contained in this Agreement.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by Acquiree and the Shareholders, during the period from the date of this Agreement until to the earlier Closing Date, Acquiror and Parent will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the transactions required by this Agreement. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules, required by Lawprior to the Closing Date, as set forth in Section 4.2 Acquiror and Parent will not without the prior written consent of Acquiree and the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toShareholders: (a) conduct the business of the Company in the Ordinary Course of Businessexcept as contemplated hereby amend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businesscapital stock or any other securities; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness; (ii) assume, continue in full force and effect without modification all insurance policies listed in Section 2.20 guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of the Company Disclosure Scheduleany other or (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers of Company (collectively, “Company Resources”)employees everywhere, (ii) pay or agree to pay any amounts bonus, pension, retirement allowance, severance or increase other employee benefit except as required under currently existing Acquiree Benefit Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the prior year, or (iii) amend, terminate or enter into any amounts payable to Company Resources not required by employment, consulting, severance, change in control or similar agreements or arrangements with any current plan of its directors, officers or agreement other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than payment of base compensation in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) to any Company Resourceplan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) not fail to promptly pay and discharge current Liabilities when duecompromise, except where disputed in good faith by appropriate proceedingssettle or otherwise modify any material claim or litigation; (ok) not forgive, cancel or defer permit any Indebtedness owing existing insurance policy insuring Parent Assets to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business;terminate; or (pl) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedulecommit, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From (a) Between the date of this Agreement until the earlier of and the Closing or the termination of this AgreementDate, except as unless otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)) or otherwise expressly provided for in this Agreement, Shareholder Seller will cause the Company to: (ai) except as otherwise allowed or required pursuant to the terms of this Agreement, conduct the business of the Company Business in the Ordinary Course of Businessordinary course in a manner consistent with past practice; (bii) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers officers, employees, and key employees agents of the Company, and maintain the relations and goodwill with all material suppliers, customers, lenders landlords, trade creditors, employees, agents, and others having material business relationships with the Company in the Ordinary Course of BusinessCompany; (ciii) manage payables, receivables and working capital in the Ordinary Course confer with Purchaser concerning operational matters of Businessa material nature; (div) unless replaced or renewed on use commercially reasonable terms with substantially similar or better coverage efforts to maintain all of its assets and properties that are material to the operation of the Business in the Ordinary Course of Businesstheir current condition, continue ordinary wear and tear excepted, and maintain in full force and effect without modification all the insurance policies listed described in Section 2.20 of the Company Disclosure Schedule3.12 or insurance providing comparable coverage; (e) comply in all material respects with all applicable Laws; (fv) maintain its books books, accounts and records in accordance the usual, regular and ordinary manner, on a basis consistent with past practice;prior years; and (gvi) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule;Closing Date, own no investment securities. (hb) not waive in writing any material right Between the date of this Agreement and the CompanyClosing Date, including any material write-off or compromise of accounts receivable;the Company shall not: (i) not enter intodeclare, amend set aside or pay any dividends on or make other distributions in respect of any material of its capital stock (whether in cash, stock or property), except the Pre-Merger Distribution, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or terminatein substitution for shares of its capital stock; (ii) issue, releasedeliver or sell, waive pledge, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class, or any options or securities convertible into or exchangeable for, or any rights under, or assign any rights underto acquire, any Material Contract such shares; (iii) amend its Articles of Incorporation or Contract that, if Bylaws; (iv) incur or assume any Indebtedness (except for short-term Indebtedness incurred in the ordinary course of business consistent with past practices under lines of credit in existence on the date of this Agreement, would constitute a Material Contracthereof), except or make any loans, advances (other than advances to employees for travel and entertainment in the Ordinary Course ordinary course of Business business consistent with past practice) or as set forth on Section 4.12 of the Company Disclosure Schedulecapital contributions to, or investments in, any other Person; (jv) not enter into or make any capital expenditures, except expenditures or commitments for capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where 25,000 in the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closingaggregate; (mvi) except as required under the terms of terminate, adopt, amend or enter into any employment agreements or any Employee Benefit Plan Plans (except for such amendments as may be required by applicable law or regulation), or pay any benefit not required by any existing as of the date hereofplan or arrangement, the Company will not (i) or increase in any manner the compensation payable (or to become payable) or fringe benefits of any director, officer or employee, except in the case of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement employees (other than payment of base compensation officers), for normal increases in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices; and (vii) to any Company Resourceforfeit, (iii) become a party toabandon, establishmodify, amend, commence participation inwaive, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially otherwise change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determinedof its insurance licenses, except (A) as may be required by Transaction Accounting Principles in order to comply with Legal Requirements, or applicable Law; provided(B) such modifications or waivers of insurance licenses as would not, howeverindividually or in the aggregate, restrict the Business or have or reasonably likely to result in a Material Adverse Effect. (c) Notwithstanding Section 5.3(a) or 5.3(b), the Company may pay is expressly permitted on or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash;to: (ni) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to take the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described actions set forth in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or 2.4 with respect to the Company Intellectual Property except in the Ordinary Course distribution and/or sale of Businessits investment securities (or proceeds therefrom) to Seller; (qii) distribute to Seller cash in an amount equal to the Liabilities associated with the Company’s Pension Plan and Retiree Benefit Plan, which shall be assumed by Seller pursuant to Sections 5.8(g) and 5.8(h) (even if such assumption has not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than yet occurred as set forth on Section 4.12 of the Company Disclosure Schedule;last day of the month immediately preceding the Closing); and (riii) not allow pay to its employees any bonuses accrued on the Company’s balance sheet on or before the last day of its property or assets (real, personal or mixed, tangible orthe month immediately preceding the Closing Date in accordance with past practices.

Operation of the Business. From 5.2.1. Unless Parent shall otherwise consent in writing and except as expressly contemplated by this Agreement or in the schedules to the Company Disclosure Letter (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will: (a) amend or propose to amend its articles of incorporation or bylaws (or comparable governing instruments); (b) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company or any Subsidiary, including but not limited to any securities convertible into or exchangeable for shares of stock of any class of the Company or any such Subsidiaries, except for the issuance of Company Common Stock pursuant to the exercise of stock options outstanding on the date of this Agreement until the earlier in accordance with their present terms; (c) amend or waive any of its rights under any provision of any of the Closing Company Stock Option Plans (provided that, notwithstanding anything in this Agreement to the contrary, the Company may accelerate vesting under any or all of the termination Company Options), any provision of this Agreementany agreement evidencing any outstanding stock option or any restricted stock purchase agreement, except or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the capital stock of the Company and Subsidiaries; (d) split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than (i) dividends or distributions to the Company or a Subsidiary and (ii) the declaration and payment by the Company of quarterly cash dividends in the amount of $0.06 per share in accordance with past practice, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities; (e) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Alternative Transaction Proposal; (f) permit any material insurance policy naming it as otherwise a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent; (g) enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of any Acquired Company to compete with or conduct any business or line of business; (h) take any action that could be reasonably expected to result in any of the conditions to the Offer set forth in Annex I not being satisfied; or (i) take any action that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-in-control or similar provision in any Contract other than as a result of the consummation of the transactions contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer . 5.2.2. Unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned ) and except as expressly contemplated by this Agreement or delayedin the schedules to the Company Disclosure Letter (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), Shareholder will during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to:, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will unless the Parent shall consent in writing (which consent shall not be unreasonably withheld): (a) make or rescind any material Tax election or settle or compromise any material Tax liability of the Company or of any Acquired Company; (b) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or the Subsidiaries generally; (c) create, incur or assume any indebtedness for borrowed money except for (1)(i) borrowings in the ordinary course of business under existing revolving credit facilities and lines of credit and (ii) refinancing of existing obligations on terms that are no less favorable to the Company or the Subsidiaries than the existing terms (other than interest rates may vary); (2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any Person (other than a Subsidiary); (3) make any capital expenditures (other than as necessary to conduct the business of the Company in and Subsidiaries consistent with past practice) or make any loans, advances or capital contributions to, or investments in, any other Person (other than to a Subsidiary and customary travel, relocation or business advances to employees); (4) acquire the Ordinary Course stock or assets of, or merge or consolidate with, any other Person; (5) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (6) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of Business; (b) use its commercially reasonable efforts to maintain the or encumber, any assets or properties, physical facilities and operations of real, personal or mixed material to the Company in and the same condition Subsidiaries taken as they were on the date a whole other than to secure debt permitted under clauses (i) and (ii) of subsection (1) of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; paragraph (c) manage payables, receivables and working capital other than the sale of assets in the Ordinary Course ordinary course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance business consistent with past practice; (gd) not adopt a new plan increase in any manner the compensation of any of its officers or agreement of complete employees or partial liquidationenter into, dissolutionestablish, restructuringamend or terminate any employment, consolidationconsulting, recapitalization retention, change-in-control, collective-bargaining, bonus or other reorganization incentive compensation, profit-sharing, health or like change other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in the Company’s capitalization respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend as required pursuant to the terms of agreements or plans in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence effect on the date of this Agreement, would constitute a Material Contractor (ii) increases in the salaries or wages of present employees (other than executives, officers and directors) in the ordinary course of business and consistent with past practice (for the avoidance of doubt, bonuses may be paid for calendar year 2009 performance consistent with past practice), except in that the Ordinary Course of Business or as Company may make the payments set forth on at Section 4.12 5.2 of the Company Disclosure ScheduleLetter; (je) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k1) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding commence or settle any litigation material Proceeding, or similar claim against (2) pay, discharge or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain satisfy any material restriction on the operation of the business of the Company following the Closing; claims, liabilities or obligations (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereofabsolute, the Company will not (i) increase in any manner the compensation accrued, asserted or benefits of any of the current unasserted, contingent or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”otherwise), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment the payment, discharge or satisfaction of base compensation in the Ordinary Course of Businessclaims, liabilities or obligations either (A) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire reflected or promote employees reserved against in the position of manager or above Latest Balance Sheet; or (yB) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee incurred in the position ordinary course of manager or abovebusiness since the date of the Latest Balance Sheet; 5.2.3. The Company shall, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, and the Company may pay shall cause each Subsidiary to, use its reasonable best efforts to comply in all respects with all Laws applicable to it or commit to pay bonuses any of its properties, assets or business and maintain in connection with full force and effect all the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwisePermits necessary for, or otherwise become liable or responsible with respect to (whether directlymaterial to, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orsuch business.

Operation of the Business. From Except as otherwise expressly contemplated by this Agreement or as disclosed in Schedule 6.1, ITT covenants that until the Closing it will, and it will cause the FHS Companies and the Asset Sellers in respect of the Business to, use their reasonable best efforts to continue, in a manner consistent with the past practice, to keep available the services of their employees, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having business relationships with it. Until the Closing, ITT shall, and it shall cause the FHS Companies and the Asset Sellers in respect of the Business to, (i) continue to operate and conduct the Business in the ordinary course consistent with past practice, and (ii) make capital expenditures in an amount no less than $900,000 per month for each month (or part thereof on a pro rata basis) after the date of this Agreement until hereof through the earlier Closing Date, and ITT shall cause the FHS Companies and the Asset Sellers in respect of the Closing Business not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or the termination of this Agreement, except delayed) or as otherwise expressly contemplated by this Agreement, required by Lawincluding Schedule 6.1, as set forth in Section 4.2 take any of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company tofollowing actions: (a) conduct with respect to any FHS Company, amend its charter or by-laws (or comparable organizational documents), issue or agree to issue any additional shares of capital stock of any class or series or any additional partnership interests (other than shares or partnership interests to be transferred to any Designated Entity Purchaser at the business Closing) or issue or enter into or agree to issue or enter into any Equity Equivalents, or any securities convertible into or exercisable or exchangeable for shares of the Company in the Ordinary Course capital stock or partnership interests, or issue any options, warrants or other rights to acquire any shares of Businesscapital stock, partnership interests or Equity Equivalents, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any class or series or partnership interests of any FHS Company; (b) use its commercially reasonable efforts with respect to maintain the properties, physical facilities and operations any FHS Company or Asset Seller in respect of the Company Business, lease, license, sell, transfer or otherwise dispose of or encumber any of its properties or assets pertaining to the Business, other than in the same condition as they were on the date ordinary course of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance consistent with past practice; (c) except in the ordinary course of business consistent with past practice or as required by law or contractual obligations, permit any FHS Company or Asset Seller in respect of the Business to (i) create, incur or assume any material long-term or short-term debt (including obligations in respect of capital leases), except loans and advances among ITT and its Subsidiaries, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of any person other than any FHS Company or Asset Seller in respect of the Business, (iii) make any material loans, advances or capital contributions to or investments in any person other than its Subsidiaries and other FHS Companies (except for customary loans or advances to employees), or (iv) create or incur any Liens (other than Permitted Liens) on the Purchased Assets or any assets of any FHS Company; (d) except as a result of collective bargaining or as required by applicable law, (i) grant any significant increase in the compensation of employees of the FHS Companies, other than increases in the compensation of employees in the ordinary course of business consistent with past practice or as required by any benefit plan as in effect on the date hereof, (ii) hire new employees other than in the ordinary course of business consistent with past practice, (iii) enter into any new material employment, severance, consulting or other compensation agreement with any existing director, officer or employee or (iv) commit to any additional material pension, profit-sharing, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, fund or similar arrangement or amend in any material respect or commit itself to amend in any material respect any of such plans, funds or similar arrangements; (e) cancel any material third party indebtedness owed to such FHS Company or Asset Seller in respect of the Business; (f) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which are material, individually or in the aggregate, to the Business taken as a whole; (g) not other than in the ordinary course of business, settle (other than a settlement that involves only the payment of money and which payment is made prior to the Closing Date or is reflected on the Closing Net Working Capital Statement) any litigation or other proceeding or make or enter into any agreement with respect to any recall; (h) adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuringmerger, consolidation, restructuring, recapitalization or other reorganization with respect to any FHS Company or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivableAsset Seller; (i) not enter intopermit any FHS Company to (i) to declare, amend set aside or pay any non-cash dividends or distributions on, or make any other non-cash distributions (whether in securities or other property) in respect of, its capital stock or Partnership Interests (other than dividends and distributions to a wholly owned FHS Company) or (ii) split, combine or reclassify any of its outstanding capital stock or Partnership Interests; (j) make any material respect change in the accounting methods, policies or terminatepractices followed by the Business (in all cases, releaseother than such changes that are required by law or GAAP); (k) other than in the ordinary course of business, (i) materially amend or terminate or waive compliance with the terms of or breaches under any rights under, Contract required to be disclosed in Schedule 4.8 or assign (ii) enter into any rights under, any Material Contract (or Contract that, that would be required to be disclosed in Schedule 4.8 if in existence effect on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle change, or agree to settle change, any legal proceeding business policies of the FHS Companies or settle any litigation the Asset Sellers in respect of the Business which relate to personnel or similar claim against or involving the Company with a value labor relations, in excess of $250,000 or where the terms of such settlement contain each case in any material restriction on respect other than in the operation ordinary course of the business of the Company following the Closing(other than changes required by law or industry wide collective bargaining agreements); (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation consolidated, combined or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations unitary Tax Returns and only with respect to the FHS Companies, amend any Employee Benefit Plan Tax Return, make any election relating to Taxes, change any election relating to Taxes already made, change any accounting method relating to Taxes, enter into any closing agreement relating to Taxes, accept or change settle any claim or assessment relating to Taxes, or, without consultation with Purchaser, consent to any extension of the manner in which contributions to such plans are made or the basis period of limitations on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Lawassessment of any Tax; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash;or (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any fundsagree, whether directly or by way of assumption or guarantee in writing or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) do any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except Except as otherwise contemplated by this AgreementAgreement or as disclosed in Schedule 6.1, required by LawITTI covenants that until the Closing it will, as set forth and it will cause the Brake Companies, the Joint Ventures in Section 4.2 which it has a controlling interest, consistent with its fiduciary duties, and the Asset Sellers in respect of the Company Disclosure Schedule or as consented Business to by Buyer use their reasonable best efforts to continue, in writing a manner consistent with the past practice of the Business, to keep available the services of their employees, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having business relationships with it with a view toward preserving for Purchaser to and after the Closing Date the Business, the Purchased Assets and the goodwill associated therewith. Until the Closing, ITTI shall, and it shall cause the Brake Companies, the Joint Ventures in which it has a controlling interest, consistent with its fiduciary duties, and the Asset Sellers in respect of the Business to, continue to operate and conduct the Business in the ordinary course consistent with past practice, and ITTI shall use its reasonable best efforts to cause the Brake Companies, the Joint Ventures in which it has a controlling interest, consistent with its fiduciary duties, and the Asset Sellers in respect of the Business not to, without the prior written approval of Purchaser (which consent approval shall not be unreasonably withheld) or as otherwise contemplated by this Agreement and Schedules 6.1, conditioned or delayed)6.7(a) and 6.8, Shareholder will cause take any of the Company tofollowing actions: (a) conduct with respect to any Brake Company or Joint Venture, amend its charter or by-laws (or comparable organizational documents), issue or agree to issue any additional shares of capital stock of any class or series or any additional partnership interests (other than shares or partnership interests to be transferred to Purchaser or any Designated Entity Purchaser at the business Closing) or issue or enter into or agree to issue or enter into any Equity Equivalents, or any securities convertible into or exercisable or exchangeable for shares of the capital stock or partnership interests, or issue any notes, bonds or other securities or any options, warrants or other rights to acquire any shares of capital stock, partnership interests or Equity Equivalents, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any class or series or partnership interests of any Brake Company in the Ordinary Course of Businessor Joint Venture; (b) use its commercially reasonable efforts with respect to maintain the propertiesany Brake Company, physical facilities and operations Joint Venture or Asset Seller in respect of the Company Business, sell, transfer, lease, sublease, license or otherwise dispose of or encumber any of its properties or assets pertaining to the Business, other than sales of Inventory in the same condition as they were on the date ordinary course of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance consistent with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible or

Operation of the Business. From Except as set forth on Section 7.1 of the IBAH Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Omnicare, during the period from the date of this Agreement until to the earlier Effective Time, IBAH and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice (as used in Section 4.18 and 7.1, the "ordinary course of business"), and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the IBAH Disclosure Schedule, required by Lawprior to the Effective Time, as set forth in Section 4.2 neither IBAH nor any of its Subsidiaries will, without the Company Disclosure Schedule or as consented to by Buyer in writing (which prior written consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toof Omnicare: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company IBAH Employee Stock Purchase Plan in the same condition as they were ordinary course of business, the Stock Option Agreement, any Existing Options, or outstanding IBAH Preferred Shares or IBAH Warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessIBAH Disclosure Schedule; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume, maintain or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness, continue or with respect to its Wholly-Owned Subsidiaries in full force the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and effect without modification all insurance policies listed disclosed in Section 2.20 of the Company IBAH Disclosure Schedule; ; or (eiii) comply in all material respects with all applicable Laws; (f) maintain make any loans, advances or capital contributions to, or investments in, any other Person except its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material writeWholly-off or compromise of accounts receivableOwned Subsidiaries; (i) not enter into, amend in any material respect IBAH Benefit Plan or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), ii) except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made business consistent with past practices; usual practice or established policy (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (ia) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases that do not exceed 15%of the base salary or in the ordinary course of Company business; (collectivelyb) pay or agree to pay any bonus, “Company Resources”)pension, retirement allowance, severance or other employee benefit except as required under currently existing IBAH Benefit Plans disclosed in the IBAH Disclosure Schedule; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) pay any amounts acquisition of a material amount of assets or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcesecurities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) compromise, settle or otherwise modify any material claim or litigation not fail to promptly pay and discharge current Liabilities when due, except where disputed identified in good faith by appropriate proceedings;the IBAH Disclosure Schedule; or 33 38 (ok) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Unless Black Box shall otherwise agree in writing and except as otherwise expressly contemplated by this Agreement, required by Lawduring the Pre-Closing Period, as set forth Platinum shall cause each Company and each Subsidiary to conduct its businesses in Section 4.2 the ordinary course and consistent with past practice and shall cause each Company and each Subsidiary to use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its employees and to maintain its relationships with all persons with whom it does business. Without limiting the generality of the foregoing, Platinum shall take such action as necessary to ensure that no Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toSubsidiary will: (a) conduct the business of the Company in the Ordinary Course of Businessamend or propose to amend its Organizational Documents; (b) use its commercially reasonable efforts authorize for issuance, issue, grant, sell, pledge, dispose of or propose to maintain issue, grant, sell, pledge or dispose of any interests in or shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any interests in or shares of, the propertiesmembership or partnership interests or capital stock or other securities of any Company or any Subsidiary, physical facilities including, but not limited to, any securities convertible into or exchangeable for any interests in or shares of, the membership or partnership interests or capital stock or other securities of any Company or any Subsidiary; (c) (i) create, incur or assume any indebtedness for borrowed money, (ii) refinance existing obligations on terms that are less favorable to any Company or any Subsidiary than the existing terms; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any Person; (iv) make any capital expenditures in excess of $250,000, (v) make any loans, advances or capital contributions to, or investments in, any other Person (other than to another Company or to a Subsidiary and operations of customary travel, relocation or business advances to employees); (vi) acquire the Company stock or assets of, or merge or consolidate with, any other person; (vii) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise) except for liabilities and obligations under contracts entered into in the same condition ordinary course of business; or (vii) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any Assets, real, personal or mixed, that are material to the Companies and Subsidiaries taken as they were a whole; (d) increase the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change-in-control, collective-bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any owner, shareholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement Agreement, other than as required by law and increases in the salaries or wages of present employees (subject to reasonable wear and tear)other than executives, preserve intact the current business organization of the Company, keep available the services of the current officers and key directors) in the ordinary course of business and consistent with past practice, provided, however, that NXO may amend its Executive Deferred Compensation Plan and take any and all other action required to cause the account balances for any persons covered thereby who will not be employees of a Company or a Subsidiary after the Company, and maintain the relations and goodwill Closing to be transferred to a Platinum deferred compensation plan in accordance with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Scheduleapplicable legal requirements; (e) comply in all make or rescind any material respects with all applicable LawsTax election or settle or compromise any material Tax liability of any Company or of any Subsidiary; (f) maintain its books and records (i) commence any legal proceeding or settle any legal proceeding other than the Active Litigation, or (ii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations either (A) reflected or reserved against in accordance with past practicethe Financial Statements or (B) in the ordinary course of business; (g) not adopt or enter into a new plan or agreement of complete or partial liquidation, dissolution, restructuringmerger, consolidation, restructuring, recapitalization or other material reorganization or like change in the any agreement relating to an acquisition or disposition of any Company’s capitalization other than as set forth on Section 4.12 , any Subsidiary or any of the Company Disclosure ScheduleAssets; (h) not waive in writing permit any material right of the Company, including any material write-off insurance policy naming it as a beneficiary or compromise of accounts receivablea loss payable payee to be cancelled or terminated without notice to Black Box; (i) not enter intointo any agreement, amend understanding or commitment that restrains, limits or impedes, in any material respect respect, the ability of any Company or terminate, release, waive any rights under, Subsidiary to compete with or assign conduct any rights under, any Material Contract (business or Contract that, if in existence on the date line of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedulebusiness; (j) not enter into plan, announce, implement or make effect any capital expendituresreduction in force, except capital expenditures made consistent with past practiceslay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of any Company or any Subsidiary generally; (k) not acquire the equity securities, or substantially all take any action that could be reasonably expected to result in any of the assets, of any entity other than as conditions set forth on Section 4.12 of the Company Disclosure Schedulein Articles 7 or 8 not being satisfied; (l) not settle take any action that could reasonably be expected to require any Company or agree any Subsidiary to settle become obligated to pay any legal proceeding or settle any litigation severance due to a change-in-control or similar claim against or involving the Company with a value provision in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing;contract; or (m) except as required under the terms of bid, make any Employee Benefit Plan existing as of the date hereofproposal to obtain, the Company will not (i) increase in agree, commit or execute any manner the compensation contract to perform or benefits of to provide any of the current product or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in E-Rate Program. The Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay shall, and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company shall cause each Subsidiary to, use its reasonable best efforts to comply in all respects with all Laws applicable to it or waive any claims of its properties, assets or rights of business and maintain in full force and effect all the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwisepermits necessary for, or otherwise become liable or responsible with respect to (whether directlymaterial to, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orsuch business.

Operation of the Business. From the date of this Agreement until Effective Date through the earlier of Closing, the Closing or Company shall (and GMIL and the termination of this AgreementStockholders shall cause the Company to), except as otherwise expressly contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule Agreement or as consented to in advance by Buyer Investor in writing (which consent writing, operate the Business solely in the ordinary course of business and in accordance with past practice and will not, in any event, take any action inconsistent with this Agreement, the Ancillary Documents or the consummation of the Closing. Without limiting the generality of the foregoing, the Company shall not be unreasonably withheld, conditioned or delayed), Shareholder will (and GMIL and the Stockholders shall cause the Company not to), except as specifically contemplated by this Agreement or as consented to in advance by Investor in writing: (a) conduct the business of the Company incur any indebtedness for borrowed money, or assume, guarantee, endorse (other than endorsements for deposits or collection in the Ordinary Course ordinary course of Businessbusiness), or otherwise become responsible for obligations of any other Person in excess of US $5,000; (b) use issue or commit to issue any shares of its commercially reasonable efforts capital stock or any other securities, or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businessacquire capital stock; (c) manage payablesdeclare, receivables and working pay or incur any obligation to pay any dividend on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock, other than distributions of cash in an aggregate amount not to exceed US $5,000 since the Ordinary Course of BusinessBalance Sheet Date; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in make any change to the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure ScheduleCompany’s Charter Documents; (e) comply mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for dispositions in all material respects with all applicable Lawsthe ordinary course of business; (f) maintain its books and records in accordance with past practicecancel, release, or assign any indebtedness owed to it or any claims or right held by it; (g) not adopt make any investment of capital or commitment of a new plan capital nature either by purchase of stock or agreement securities, contributions to capita, property transfer or otherwise, or by the purchase of complete any property or partial liquidation, dissolution, restructuring, consolidation, recapitalization or assets of any other reorganization or like change Person in the Company’s capitalization other than as set forth on Section 4.12 excess of the Company Disclosure ScheduleUS $5,000; (h) not waive in writing use any material right portion of the CompanyCash Advance for any purpose other than financing, including any material write-off or compromise of accounts receivabledeveloping and constructing the Solar Power Project; (i) not enter into, amend terminate any material Contract or make any change in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to existing employment arrangements, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, “stay bonus” or other like benefit, or (iv) enter into or modify any other Employee Benefit Program; (k) enter into or modify any Contract or other arrangement with a Related Person; (l) make any capital expenditures, except capital expenditures made change in any method of accounting or accounting practice; (m) fail to comply with all Laws applicable to the Assets and the Business consistent with past practices; (kn) not acquire fail to (i) maintain the equity securitiesBusiness, or substantially all (ii) retain the employees so that such employees will remain available to the Company on and after the Closing, (iii) maintain existing relationships with material suppliers and customers and others having business dealings with the Company and (iv) otherwise to preserve the goodwill of the assets, of any entity other than as set forth Business so that such relationships and goodwill will be preserved on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following and after the Closing; (mo) except as required under the terms make or change any election in respect of Taxes, adopt or change any Employee Benefit Plan existing as material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity Agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) limitation period applicable to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate claim or commit itself to the adoption assessment in respect of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of BusinessTaxes; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant commence any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of BusinessProceeding; (q) not borrow do any other act which would cause any representation or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 warranty of the Company Disclosure Schedule;Company, GMIL or any Stockholder in this Agreement to be or become untrue in any material respect or that is not in the ordinary course of business; or (r) not allow directly or indirectly take, agree to take or otherwise permit to occur any of its property or assets (real, personal or mixed, tangible orthe actions described in Sections 6.2(a) through 6.2(q).

Operation of the Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except (a) Except as otherwise contemplated permitted or required by this Agreement, required by any applicable Law, Order or Contract, as set forth in Section 4.2 of the Company Disclosure Schedule 6.2(a), or as consented Buyer may otherwise consent to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned conditioned, delayed or delayeddenied), Shareholder will cause from the date hereof until the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 10, each Group Company shall use its reasonable best efforts to: (ai) conduct the such Group Company’s business of the Company in the Ordinary Course of Businessa reasonable and prudent manner in accordance with such Group Company’s past practices, including hiring and terminating personnel; (bii) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current such Group Company’s existing business organization of the Company, keep available the services of the current officers organizations and key employees of the Company, and maintain the relations and goodwill with suppliersits employees, customers, lenders suppliers and others having material with whom it has a business relationships with the Company relationship in the Ordinary Course ordinary course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance business consistent with past practice; (giii) preserve intact and protect its business, material assets and properties; and (iv) conduct its business in material compliance with applicable Law. (b) Without limiting the generality of the provisions of Section 6.2(a), from the date hereof until the Closing or such earlier time as this Agreement is terminated in accordance with Section 10, without the prior written consent of Buyer (which consent shall not adopt a new plan be unreasonably withheld, conditioned, delayed or agreement of complete denied), and except as otherwise expressly permitted or partial liquidationexpressly required by this Agreement, dissolutionas required by applicable Law or Order, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Schedule 6.2(b), no Group Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable;shall: (i) not enter redeem, purchase or otherwise acquire any equity interests or securities; (ii) issue, sell or transfer any notes, bonds or other debt securities (excluding, for the avoidance of doubt, the incurrence of current liabilities in the ordinary course of business), any equity interests, or any securities convertible, exchangeable or exercisable into, directly or indirectly, any equity interests; (iii) borrow any amount, receive any committed loan facilities or incur or become subject to any Indebtedness for borrowed money (including contingently as a guarantor or otherwise), excluding, for the avoidance of doubt, Transaction Expenses and current liabilities incurred in the ordinary course of business that reduce the Final Calculation of the Closing Cash Purchase Price; (iv) expressly waive, cancel, compromise or release any rights or claims of material value to the Group Companies taken as a whole; (v) enter into any Company Contract or amend or terminate any Group Company’s rights thereunder (other than, for the avoidance of doubt, any expiration of such Company Contract in accordance with its terms); (vi) make any change in the compensation payable or to become payable to any Service Providers other than pursuant to any Contract with any such Service Provider that has been set forth on the Disclosure Schedules, or enter into any bonus payment arrangement with any of such Service Providers, or establish or create any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such Persons or the amendment of any of the foregoing; (vii) terminate the employment of any key employee or conduct any group termination, reduction in force, plant closing, or mass layoff; (viii) hire any officer, executive, or other key employee; (ix) make any material respect change in accounting methods or terminatepractices or collection, releasecredit, waive any rights underpricing or payment policies of such Group Company, or assign any rights under, any Material Contract (or Contract that, if except to the extent required by changes in existence on GAAP following the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (jx) not enter into or make any capital expendituresloans or advances to, except capital expenditures made consistent with past practicesor guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the ordinary course of business that do not exceed $10,000 in the aggregate); (kxi) not acquire the equity securities, institute or substantially all settle any claim or lawsuit for any amount of money or involving equitable or injunctive relief (other than under this Agreement or any of the assetsother Ancillary Agreements, of any entity other than in each case, against a Party hereto or thereto as set forth on Section 4.12 of the Company Disclosure Scheduleapplicable); (lxii) not settle make or agree change any material Tax election, change any Tax accounting period, adopt or change any material Tax accounting methods, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle any legal proceeding Tax claim or settle assessment, surrender any litigation right to claim a material Tax refund, enter into any Tax allocation agreement, Tax sharing agreement, or similar claim against Tax indemnity agreement relating to any Tax (other than any (A) changes made in connection with the Seller Group Tax Return or involving the Company accounting by the Seller Parent for its consolidated Taxes, (B) such agreement among the Group Companies or with a value Seller Parent or any direct or indirect Subsidiary of Seller Parent, or (C) Contract entered into in excess the ordinary course of $250,000 business the primary subject of which is not Taxes); or where the terms of such settlement contain consent to any material restriction on the operation extension or waiver of the business of the Company following the Closinglimitations period applicable to any Tax claim or assessment; (mxiii) except as required under amend the terms charter, bylaws or other governing documents of any Employee Benefit Plan existing as such Group Company; (xiv) modify its cash management activities (including the timing of invoicing and collection of receivables and the date hereofaccrual and payment of payables and other current liabilities) or modify the manner in which the books and records of such Group Company are maintained, in each case other than in the Company will not ordinary course of business; or (ixv) increase commit or agree, in any manner the compensation writing or benefits of otherwise, to any of the current foregoing. (c) Nothing contained in this Agreement shall be deemed to give Buyer, directly or former directorsindirectly, officers, employees, consultants, independent contractors the right to control or other service providers direct the business or any operations of any Group Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself prior to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except Closing. Prior to the extent required pursuant to any Investment Canada ApprovalClosing, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach Group Companies shall exercise, consistent with the terms and conditions of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay complete control over their respective businesses and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible oroperations.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by Acquiree and the Shareholders, during the period from the date of this Agreement until to the earlier Closing Date, Acquiror will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the transactions required by this Agreement. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules, required by Lawprior to the Closing Date, as set forth in Section 4.2 Acquiror will not without the prior written consent of Acquiree and the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: Shareholders: (a) conduct the business of the Company in the Ordinary Course of Business; amend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; capital stock or any other securities; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital in the Ordinary Course of Business; (d) unless replaced stock; declare, set aside or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization pay any dividend or other reorganization distribution (whether in cash, stock or like change property or any combination thereof) in the Company’s capitalization other than as set forth on Section 4.12 respect of the Company Disclosure Schedule; (h) not waive in writing its capital stock; or purchase, redeem or otherwise acquire any material right of the Company, including its securities or modify any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing as notes payable, lines of credit or other credit facilities or in the date hereofordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Company will not obligations of any other or (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (e) (i) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers of Company (collectively, “Company Resources”)employees everywhere, (ii) pay or agree to pay any amounts bonus, pension, retirement allowance, severance or increase other employee benefit except as required under currently existing Acquiree Benefit Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the prior year, or (iii) amend, terminate or enter into any amounts payable to Company Resources not required by employment, consulting, severance, change in control or similar agreements or arrangements with any current plan of its directors, officers or agreement other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than payment of base compensation in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) to any Company Resourceplan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial or other assumptions used action the omission of which, would cause any of the representations and warranties herein to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay be true and discharge current Liabilities when due, except where disputed correct in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights all material respects as of the Company other than in the Ordinary Course date of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 such action or omission as though made at and as of the Company Disclosure Scheduledate of such action or omission; (j) compromise, not grant settle or otherwise modify any licensematerial claim or litigation; (k) permit any existing insurance policy insuring Acquiror Assets to terminate; or (l) commit, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From During the period from the date of this Agreement until and continuing through the Closing Date or the earlier of the Closing or the termination of this AgreementAgreement pursuant to Section 8.1 hereof, except as otherwise required by any Legal Requirement, as expressly contemplated by this Agreement, required by LawAgreement (including effecting the Reorganization and the filing of the Charter Amendment), as set forth in Section 4.2 5.3 of the Company Disclosure Schedule or as consented to by Buyer in writing with the prior written consent of Evolent (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: Valence Parent shall (ai) conduct the business of the Company in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were carry on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage Business in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 (ii) use commercially reasonable efforts to maintain the Business, significant business relationships and goodwill of the Company Disclosure Schedule; (e) comply in all material respects Material Customers, Material Suppliers, employees, and other customers, suppliers and service providers of and to the Business, and with all applicable Laws; (f) maintain its books and records in accordance the Governmental Authorities with past practice; (g) not adopt a new plan jurisdiction over Valence Parent. Without limiting the generality of the foregoing, except as required by any Legal Requirement, as expressly contemplated by this Agreement or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on in Section 4.12 5.3 of the Company Disclosure Schedule; (h) not waive in writing any material right of , Valence Parent shall not, during the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on period from the date of this AgreementAgreement and continuing through the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1 hereof, would constitute a Material Contractwithout the prior written consent of Evolent (which consent shall not be unreasonably withheld, conditioned or delayed), except in the Ordinary Course of Business or as set forth on Section 4.12 take any of the Company Disclosure Schedule;following actions: (ja) not enter into or make any capital expenditures, except capital expenditures made consistent (i) amend its Organizational Documents in a manner inconsistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), this Agreement; (ii) pay issue, sell, repurchase, redeem or acquire any amounts Shares or increase any amounts payable to Company Resources not required by any current plan other equity or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption ownership interests of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefitValence Entity, or other employee benefit plan grant or agreement enter into any rights, warrants, options, agreements or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or commitments with respect to the Company Intellectual Property except in issuance of such Shares or such equity or ownership interests of any Valence Entity; (iii) adjust, split, combine, subdivide or reclassify any Shares or other equity or ownership interests of any Valence Entity; or (iv) permit the Ordinary Course transfer of Businessrecord of any Shares; (qb) not borrow declare, set aside or agree to borrow pay any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with distribution in respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure ScheduleShares; (rc) not allow cause to occur, perform, incur or suffer any of its property the actions or assets circumstances set forth in Section 3.18; or (reald) enter into any agreement, personal whether oral or mixedwritten, tangible orto do any of the foregoing.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by UniverCell, during the period from the date of this Agreement until to the earlier Effective Time, DAYTONA BRANDS will conduct its operations only in the ordinary course of business consistent with DAYTONA BRANDS’s usual business practices, and will not willfully or intentionally take any action which would materially adversely affect its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this Agreement, required by Law, Agreement or except as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (a) conduct the business of the Company disclosed in the Ordinary Course Schedules attached hereto, prior to the Effective Time, DAYTONA BRANDS will not, without the prior written consent of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable;UniverCell: (i) not enter into, amend in any material respect its Charter Documents or terminate, release, waive any rights under, or assign any rights under, any Material Contract Bylaws (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contractsimilar organizational documents), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (jii) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than the sale of shares of DAYTONA BRANDS Common Stock in private placements; provided, however, that the total number of shares of DAYTONA BRANDS Common Stock that will be outstanding immediately prior to the Effective Date of the Merger shall not enter into or make any capital expenditures, except capital expenditures made consistent with past practicesexceed 49,500,000 shares; (kiii) not recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire the equity securities, any of its securities or substantially all modify any of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee such securities; (iv) (A) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or as otherwise may be contractually required and disclosed in a Schedule attached hereto; or (C) make any loans, advances or capital contributions to, or investments in, any other Person; (v) (A) amend any DAYTONA BRANDS Benefit Plan existing as or (B) except in the ordinary course of the date hereof, the Company will not business consistent with usual practice or established policy (i1) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectively, “Company Resources”), (ii2) pay or agree to pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severancebonus, pension, retirementretirement allowance, profit-sharing, welfare benefit, severance or other employee benefit plan except as required under currently existing DAYTONA BRANDS Benefit Plans disclosed in a Schedule hereto or agreement in the ordinary course of business; or employment agreement (3) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with or for the benefit any of any Company Resource (or newly hired employees)its directors, (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation officers or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, employees; (vi) cause enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the funding purchase, sale or lease of any rabbi trust goods or similar arrangement or take any action to fund or services in any other way secure the payment ordinary course of compensation or benefits under any Employee Benefit Plan, or business; (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course ordinary course of Businessbusiness or as provided herein, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (A) plan of liquidation or dissolution, (B) acquisition of a material amount of assets or securities, (C) disposition or Encumbrance of a material amount of assets or securities, (D) merger or consolidation or (E) material change in its capitalization; (pviii) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant change any license, sublicense, covenant not to xxx, material accounting or other rights under Tax procedure or with respect to the Company Intellectual Property except in the Ordinary Course of Businesspractice; (qix) not borrow take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (x) compromise, settle or otherwise modify any material claim or litigation; or (xi) commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Except as otherwise expressly permitted or required by this Agreement, between the date of this Agreement until the earlier of and the Closing or Date, ABT agrees that ABT will, and the termination of this AgreementPrincipal Securityholder agrees, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company ABT to: (a) 6.3.1. conduct the business Business only in the ordinary course. Without limiting the generality of the Company foregoing, ABT will expend efforts to collect its accounts receivable in the Ordinary Course of Businessordinary course and will not compromise, reduce or cancel any accounts receivable, and ABT will pay and discharge accounts payable in a manner and a time frame in the ordinary course; (b) 6.3.2. use its commercially reasonable best efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the CompanyABT, keep available the services of the current officers officers, employees, and key employees agents of the CompanyABT, and maintain the relations and goodwill good will with suppliers, customers, lenders landlords, creditors, employees, agents, and others having material business relationships with the Company ABT; 6.3.3. use its best efforts to obtain in the Ordinary Course of Businesswriting as promptly as possible all Required Consents; (ci) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) use its best efforts to duly comply in all material respects with all applicable Laws; , (fii) perform all of its Liabilities without default, (iii) maintain its corporate existence in good standing in the jurisdictions of its incorporation and its due qualification in good standing in all jurisdictions in which it is so qualified and (iv) maintain all of its books and records in accordance with past practice; (g) not adopt the usual, regular and ordinary manner on a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made basis consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will 6.3.5. not (i) increase make any change in any manner the compensation its Charter Documents or benefits of any of the current its authorized, issued or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”)outstanding capital stock, (ii) pay grant any amounts options or increase other rights to acquire, whether directly or contingently, any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourceits capital stock, (iii) become a party todeclare, establishset aside or pay any dividend or make any other distribution in respect of its capital stock or directly or indirectly redeem, amendretire, commence participation in, terminate purchase or commit itself to the adoption otherwise reacquire any of any stock option plan its shares of capital stock; or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of sell, rent, lease or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment otherwise dispose of any employee in the position of manager or aboveits Assets, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course ordinary course of Businessbusiness; 6.3.6. except in the ordinary course of business, not (qi) not borrow incur any indebtedness for money borrowed, (ii) make any capital expenditures or agree to borrow any fundscommitments for capital expenditures in excess of Fifteen Thousand Dollars ($15,000) in the aggregate, whether directly or by way of assumption or guarantee or otherwise(iii) assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, contingently or otherwise) for the obligations of any Indebtedness other than as set forth on Section 4.12 person, (iv) create or suffer to exist any new Liens, (v) enter into any employment contract, increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the Company Disclosure Schedule; compensation or rate of compensation payable or to become payable to hourly employees or salaried employees or (rvi) not allow accrue or pay to any of its property officers or assets employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto; 6.3.7. at its own expense, maintain (reali) all of the properties used or useful in the Business in good operating condition and repair, personal ordinary wear and tear excepted and (ii) all insurance covering the Business, employees and Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; 6.3.8. confer with SCT concerning operational matters of a material nature; 6.3.9. otherwise report periodically to SCT concerning the status of the Business; 6.3.10. not, without the prior consent of SCT, take any affirmative action, or mixedfail to take any reasonable action within their or its control, tangible oras a result of which any of the changes or events listed in Section 4.26 is likely to occur; and 6.3.11. not (i) make or change any Tax election; (ii) settle or compromise any material federal, local or foreign income Tax Liability; (iii) enter into any Tax sharing, allocation, compensation or like arrangement; (iv) request any Tax ruling; or (v) change any accounting method or period.

Operation of the Business. From Except as consented to in writing by ABIOMED, from and after the date of this Agreement until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms or the Closing, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent Impella shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (a) conduct the act and carry on its business of the Company in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain the propertiesusual, physical facilities regular and operations of the Company ordinary course in substantially the same condition manner as they were on the date of this Agreement previously conducted, pay its debts and Taxes and perform its other obligations when due (subject to reasonable wear and teargood faith disputes over such debts, Taxes or obligations), comply with all applicable laws, rules and regulations, and use reasonable efforts, consistent with past practices, to maintain and preserve intact the current its business organization of the Companyorganization, assets and properties, keep available the services of the current its present officers and key employees of the Companyand preserve its advantageous business relationships with customers, and maintain the relations and goodwill with strategic partners, suppliers, customers, lenders distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired as of the Closing Date. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Impella shall not directly or indirectly, do any of the following without the prior written consent of ABIOMED except as set forth in Section 6.4 of the Disclosure Schedule and as contemplated by this Agreement or the Related Documents: (a) take any action or permit any action to be taken that is intended to or would (or could reasonably be expected to) result in any of the representations and warranties set forth in this Agreement being or becoming untrue in any material business relationships with respect at any time at or prior to the Company Closing, or any of the conditions to the consummation of the Transaction and the other transactions contemplated by this Agreement set forth in the Ordinary Course Article VIII not being satisfied, or in any material violation of Businessany provision of this Agreement; (b) enter into any transaction that has, or would reasonably be expected to have, an Impella Material Adverse Effect; (c) manage payables(A) declare, receivables and working set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in the Ordinary Course respect of, in lieu of Businessor in substitution for shares of its capital stock or any of its other securities; or (C) purchase, redeem or otherwise acquire any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities; (d) unless replaced issue, deliver, sell, grant, pledge or renewed on commercially reasonable terms with substantially similar otherwise dispose of or better coverage in the Ordinary Course encumber any shares of Businessits capital stock, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Scheduleany other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities; (e) comply in all material respects with all applicable Lawsassign or license any Intellectual Property Rights to any Person other than ABIOMED; (f) maintain amend its books and records in accordance with past practiceCorporate Charter, standing orders (Geschäftsordnung) of the Supervisory Board or Management Board of Impella or other comparable charter or organizational documents, except as expressly provided by this Agreement; (g) not adopt acquire (A) by merging or consolidating with, or by purchasing all or a new plan substantial portion of the assets or agreement of complete any stock of, or partial liquidationby any other manner, dissolutionany business or any corporation, restructuringpartnership, consolidationjoint venture, recapitalization limited liability company, association or other reorganization business organization or like change division thereof, or (B) any assets that are material, in the Company’s capitalization other than as set forth on Section 4.12 aggregate, to Impella, except purchases in the ordinary course of the Company Disclosure Schedulebusiness; (h) whether or not waive in writing the ordinary course of business, sell, dispose of or otherwise transfer any assets material right of the Companyto Impella, taken as a whole (including any material write-off accounts, leases, contracts or compromise intellectual property, but excluding the sale of accounts receivableProducts in the ordinary course of business); (i) not enter intointo an agreement with respect to any merger, amend in any material respect consolidation, liquidation or terminate, release, waive any rights underbusiness combination, or assign any rights under, any Material Contract (acquisition or Contract that, if in existence on the date disposition of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business all or as set forth on Section 4.12 substantially all of the Company Disclosure Scheduleassets or securities of Impella; (j) not (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, (B) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of Impella or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, (C) make any loans, advances or capital expenditurescontributions to, except capital expenditures made consistent with past practicesor investment in, any other person, or (D) enter into any hedging agreement or other financial agreement or arrangement designed to protect Impella against fluctuations in commodities prices or exchange rates; (k) not acquire the equity securitiesmake any changes in accounting methods, principles or practices, except insofar as may have been required by a change in German GAAP or, except as so required, change any assumption underlying, or substantially all method of the assetscalculating, of any entity bad debt, contingency or other than as set forth on Section 4.12 of the Company Disclosure Schedulereserve; (l) not settle modify, amend or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain terminate any material restriction on the operation contract or agreement to which Impella is a party, or knowingly waive, release or assign any material rights or claims (including any write-off or other compromise of the business any accounts receivable of the Company following the ClosingImpella); (m) (A) enter into any contract or agreement relating to the rendering of services or the distribution, sale or marketing by third parties of the Products of, or Products licensed by, Impella, except in the ordinary course of business, or (B) license any material intellectual property rights to or from any third party; (n) except as required under to comply with applicable law or agreements, plans or arrangements existing on the terms date hereof, (A) take any action with respect to, adopt, enter into, terminate or amend any employment, severance or similar agreement or benefit plan for the benefit or welfare of any Employee Benefit Plan existing current or former director, officer, employee or consultant or any collective bargaining agreement, (B) increase in any material respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted stock awards, (D) pay any material benefit not provided for as of the date hereofof this Agreement under any benefit plan, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the Company will not (i) increase grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any manner the compensation benefit plans or benefits of any of the current agreements or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefitawards made thereunder, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (ivF) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or 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 Employee Benefit Planemployee plan, agreement, contract or (vii) materially change any actuarial arrangement or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedingsbenefit plan; (o) not forgiveinitiate, cancel compromise or defer settle any Indebtedness owing to the Company material litigation or waive any claims or rights of the Company other than in the Ordinary Course of Business;arbitration proceeding; or (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any fundsagree, whether directly or by way of assumption or guarantee in writing or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) do any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From the date of Except as contemplated by this Agreement until or as expressly agreed to in writing by Acquiror and the earlier Vendor, up to the Closing, TOL USA has conducted its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and has taken no action which would have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules and as otherwise disclosed to the Parties hereto, required by Lawprior to Closing, as set forth in Section 4.2 of the Company Disclosure Schedule TOL USA has not, and Vendor has not caused or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company permitted TOL USA to: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businesscapital stock or any other securities; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness; ii) assume, continue in full force guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other save and effect without modification all insurance policies listed in Section 2.20 of except for the Company Disclosure Scheduleloan agreement and related collateral agreements entered into with Barrington Bank, or iii) make any loans, advances or capital contributions to, or investments in, any other Person; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the rate of compensation or benefits of any of the current its directors or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay enter into any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourceemployment, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund)consulting, severance, pensionchange in control or similar agreements or arrangements with any of its directors, retirement, profit-sharing, welfare benefit, officers or other employee benefit plan or agreement or employment agreement with or employees; (f) save and except for the benefit granting of any Company Resource (securities, guarantees or newly hired employees), (iv) accelerate the vesting endorsements in favour of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or Barrington Bank in order to prevent guarantee the obligations of Teckn-O-Laser Company to be contracted under a breach loan agreement to be entered with Barrington Bank, enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of this Agreement, terminate the employment of any employee goods or services in the position ordinary course of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashbusiness; (ng) not fail save and except for the granting of securities, guarantees or endorsements in favour of Barrington Bank in order to promptly pay and discharge current Liabilities when dueguarantee the obligations of Teckn-O-Laser Company to be contracted under a loan agreement to be entered with Barrington Bank, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any i) plan of liquidation or dissolution, ii) acquisition of a material amount of assets or securities, iii) disposition or Encumbrance of a material amount of assets or securities, iv) merger or consolidation or v) material change in its capitalization; (ph) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant change any license, sublicense, covenant not to xxx, material accounting or other rights under Tax procedure or with respect to the Company Intellectual Property except in the Ordinary Course of Businesspractice; (qi) not borrow compromise, settle or otherwise modify any material claim or litigation; (j) permit any existing insurance policy insuring TOL USA's Assets to terminate; or (k) commit, promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the foregoing, save and except for the granting of securities, guarantees or endorsements in favour of Barrington Bank in order to guarantee the obligations of Teckn-O-Laser Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orto be contracted under a loan agreement to be entered with Barrington Bank.

Operation of the Business. From Except as set forth on Section ------------------------- 7.1 of the IBAH Disclosure Schedule, as contemplated by this Agreement or as ------------------------ expressly agreed to in writing by Omnicare, during the period from the date of this Agreement until to the earlier Effective Time, IBAH and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice (as used in Section 4.18 and 7.1, the "ordinary course of business"), and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the IBAH Disclosure --------------- Schedule, required by Lawprior to the Effective Time, as set forth in Section 4.2 neither IBAH nor any of its Subsidiaries -------- will, without the Company Disclosure Schedule or as consented to by Buyer in writing (which prior written consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toof Omnicare: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company IBAH Employee Stock Purchase Plan in the same condition as they were ordinary course of business, the Stock Option Agreement, any Existing Options, or outstanding IBAH Preferred Shares or IBAH Warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business;IBAH Disclosure Schedule; ------------------------ (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter intocreate, amend in incur, assume, maintain or permit to exist any material respect long- term debt or terminateany short-term debt for borrowed money other than under existing notes payable, release, waive any rights under, lines of credit or assign any rights under, any Material Contract (other credit facilities or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expendituresbusiness, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except its Wholly-Owned Subsidiaries in the Ordinary Course ordinary course of Business; business; (qii) not borrow or agree to borrow any fundsassume, whether directly or by way of assumption or guarantee or otherwiseguarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, contingently or otherwise) for the obligations of any Indebtedness other than Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as set forth on Section 4.12 of otherwise may be contractually required and disclosed in the Company IBAH Disclosure Schedule; (r) not allow any of its property ; or assets (real, personal or mixed, tangible or------------------------

Operation of the Business. From the date of this Agreement until the earlier of through the Closing or the termination of this AgreementDate, except as otherwise expressly provided in or contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule Agreement or as waived or consented to by Buyer Purchaser in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Shareholder will the Seller shall cause the Company to: (a) conduct the business of the Company Business only in the ordinary course of business, consistent with past practices (“Ordinary Course of Business”); (b) use its their commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement to: (subject to reasonable wear and tear), preserve intact the current business organization of the Company, i) keep available the services of the current officers officers, employees and key employees agents of the Company, and (ii) maintain the relations and goodwill with suppliers, customers, lenders landlords, creditors and others having material business relationships with the Company; (c) confer with the Purchaser concerning operational and financial matters regarding the Business which are of a material nature, it being understood that, notwithstanding anything to the contrary herein, that the Company shall have sole authority to operate the Business until the Closing; (d) maintain all leased and owned real property comprising any of the Assets in accordance with the Ordinary Course of Business; (e) refrain from approving any new capital expenditure or other financial commitment in excess of $25,000; (f) refrain from disposing of or incurring, creating or assuming any Lien on any individual capital asset of the Company or the Business if the greater of the book value or the fair market value of such capital asset exceeds $25,000; (g) refrain from incurring any indebtedness for money borrowed (except trade payables incurred in the Ordinary Course of Business or intercompany borrowings) that constitutes a Liability of the Company in excess of $25,000; (h) refrain from (1) amending its charter documents or organizational documents, (2) issuing, selling, redeeming or otherwise acquiring any capital stock, bonds, debentures, notes or other securities or grant any options (including any employee stock options), warrants or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, or (3) declaring, or setting aside for payment, any dividend to be paid subsequent to the Closing Date; (i) refrain from entering into any material transaction with any Affiliate except on commercially reasonable terms and in the Ordinary Course of Business; (cj) manage payablesrefrain from granting material salary or wage increases, receivables and working capital or changing or amending any benefit plan covering transferred employees in any way that materially changes the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new amount such employees are entitled to receive under such plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), pursuant to existing salary and wage plans except in the Ordinary Course of Business or and other than as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices;required by applicable Law; and (k) not acquire the equity securities, refrain from taking any action or substantially all of the assets, of otherwise omitting to take any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree action which would reasonably be expected to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreementthe Seller’s representations, terminate the employment of any employee in the position of manager or abovewarranties, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay covenants and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as agreements herein set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforth.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by HERZ, during the period from the date of this Agreement until to the earlier Effective Time, Asure will conduct its operations only in the ordinary course of business consistent with the Business Plan and sound financial, operational and regulatory practice, and will take no action which would materially adversely affect its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the Asure Disclosure Schedule, required by Lawprior to the Effective Time, as set forth in Section 4.2 Asure will not, without the prior written consent of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toHERZ: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts capital stock or any other securities, other than pursuant to maintain and in accordance with the properties, physical facilities and operations terms of the Company in the same condition as they were any Existing Options or Asure Warrants listed on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessAsure Disclosure Schedule; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced (i) create, incur, assume or renewed on commercially reasonable terms with substantially similar permit to exist any long-term debt or better coverage any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the Ordinary Course ordinary course of Businessbusiness; (ii) assume, continue guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or as otherwise may be contractually required and disclosed in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Asure Disclosure Schedule; ; or (eiii) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan make any loans, advances or agreement of complete capital contributions to, or partial liquidationinvestments in, dissolution, restructuring, consolidation, recapitalization or any other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivablePerson; (i) not enter into, amend in any material respect Asure Benefit Plan or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), ii) except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made business consistent with past practices; usual practice or established policy (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (ia) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectivelyb) pay or agree to pay any bonus, “Company Resources”)pension, retirement allowance, severance or other employee benefit except as required under currently existing Asure Benefit Plans disclosed in the Asure Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) pay any amounts acquisition of a material amount of assets or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcesecurities, (iii) become disposition or Encumbrance of a party to, establish, amend, commence participation in, terminate material amount of assets or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees)securities, (iv) accelerate the vesting of merger or lapsing of restrictions with respect to any stock-based compensation consolidation or other long-term incentive compensation under any Employee Benefit Plans, (v) material change in its capitalization; (xh) except to the extent required pursuant to change any Investment Canada Approval, hire material accounting or promote employees in the position of manager Tax procedure or above or practice; (yi) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment taking of compensation or benefits under any Employee Benefit Planwhich, or (vii) materially change knowingly omit to take any actuarial action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan omission as though made at and as of the date of such action or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashomission; (nj) compromise, settle or otherwise modify any material claim or litigation not fail to promptly pay and discharge current Liabilities when due, except where disputed identified in good faith by appropriate proceedings;the Asure Disclosure Schedule; or (ok) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From (a) Except to the date of this Agreement until the earlier of the Closing or the termination of this Agreement, extent that Purchaser shall otherwise consent in writing and except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of each TFS Company will between the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company todate hereof and Closing: (ai) conduct the Continue to carry on its business of the Company in the Ordinary Course ordinary course in compliance in all respects with all applicable laws, rules, regulations, and Regulatory Authorizations including usury laws, RESPA, the Consumer Credit Protection Act, and each of Business;their implementing regulations, and all other insurance, usury, consumer credit laws and equal credit opportunity and disclosure laws and laws governing the collection of amounts owing under consumer obligations; and (bii) use its commercially reasonable Use best efforts to maintain the properties, physical facilities preserve its respective business organization and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear)goodwill intact, preserve intact the current business organization of the Companyand maintain its licenses, keep available the services of the its current officers and key employees of the Companyemployees, and maintain the relations and goodwill satisfactory relationships with licensors, licensees, suppliers, customerscontractors, lenders distributors, customers and others having material business relationships significant relations with the Company in the Ordinary Course of Business;TFS Companies. (cb) manage payablesParent, receivables Seller and working capital TFS agree that, between the date hereof and Closing, except (1) as expressly authorized under this Agreement, (2) with respect to any Excluded Assets or any Excluded Liabilities or (3) as otherwise consented to by Purchaser in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Businesswriting, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the no TFS Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable;will: (i) not enter into, amend Amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except other than insurance Contracts in the Ordinary Course ordinary course of Business business consistent with past practice) or as set forth enter into any Material Contract (other than insurance Contracts in the ordinary course of business consistent with past practice) which is not cancelable on Section 4.12 of the Company Disclosure Schedule30 days notice without penalty; (jii) not Other than in the ordinary course or to protect the Acquired Business, enter into or make amend or cancel or agree to the amendment or cancellation of any capital expendituresinsurance Contract (excluding those relating to Loans, except capital expenditures made consistent with past practicescollateral or borrowers); (kiii) not acquire the equity securitiesTake any action to amend or terminate any TFS Plan or TFS Benefit Arrangement or adopt any other plan, program, Contract or practice providing benefits for or compensation to or on behalf of employees or former employees of any TFS Company, or substantially all permit any Affiliate of TFS to take any such action if such action could subject any TFS Company to an obligation or liability in excess of $20,000.00 with respect to an individual employee or former employee or $500,000.00 in the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Scheduleaggregate; (liv) not settle Change any provision of its articles of incorporation or agree to settle any legal proceeding or settle any litigation by-laws or similar claim against governing documents; (v) Directly or involving indirectly redeem, purchase or otherwise acquire, any shares of its outstanding capital stock, change the Company number of shares of its authorized or issued capital stock, permit any shares of its capital stock held in treasury to become outstanding, or issue any capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or contract of any character relating to its authorized or issued capital stock or any securities convertible into, relating to or based on shares of such stock; (vi) Except in the ordinary course of business, make any loans or advances (other than Loans or Excluded Loans) to any other Person; (vii) Purchase, sell or distribute any Real Property or Personal Property or purchase or sell any options to purchase or sell any Real Property or Personal Property, with a market value in excess of $250,000 1,000,000.00 in the aggregate; (viii) Permit any insurance policy (excluding those relating to Loans, collateral or where borrowers) naming it as a beneficiary or a loss payable payee to be canceled or terminated or any of the terms coverage thereunder to lapse unless (1) simultaneously with such termination or cancellation substantially similar replacement policies reasonably satisfactory to Purchaser are in full force and effect, (2) the cost of renewal is commercially unreasonable or (3) such settlement contain coverage is not commercially reasonably available; (ix) Extend, issue or offer pre-approved credit, teaser rates or live checks or knowingly acquire any loans from brokers; (x) Amend any TFS Policy that is material restriction on to the operation of the business of the Company following the ClosingAcquired Business as in effect on March 31, 1997 including any change in underwriting, investment, actuarial, financial reporting, tax, reserve or accounting methods or practices; (mxi) except as required under Make or agree to make any material charitable contribution or incur any material nonbusiness expense in the terms aggregate in excess of $100,000; (xii) Communicate in writing with any Employee Benefit Plan existing as Borrower regarding the transactions contemplated by this Agreement without the prior written consent of Purchaser; (xiii) Sell or otherwise transfer to any third party any list of Borrowers, Past Borrowers, Policy Holders or prospects; (xiv) Amend or cancel or agree to amend or cancel any reinsurance agreement, treaty or arrangement; or (xv) Enter into a Contract to do any of the date hereof, the Company will not things described in clauses (i) increase through (xiv) above. (c) Parent, Seller and TFS agree that except as expressly authorized under this Agreement or as otherwise consented to in writing by Purchaser, no TFS Company will between the date hereof and the Closing: (i) introduce any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), new product; (ii) pay make any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation change in the Ordinary Course TFS Policies relating to underwriting standards or pricing of Business) to any Company Resource, Loans; or (iii) become a party toacquire any Loans in wholesale, establish, amend, commence participation in, terminate bulk or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orflow purchases.

Operation of the Business. From Between the date of this Agreement until the earlier of hereof and the Closing or Date, Sorin Biomedica agrees to, and to cause the termination of this AgreementSelling Parties and the NewCos to, except as comply with the following operating actions and procedures with respect to the In Vitro Business unless Buyer shall otherwise contemplated by this Agreementconsent in writing, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Shareholder will cause the Company to: (a) conduct operate and maintain the business of In Vitro Business in substantially the Company in the Ordinary Course of Businesssame way as heretofore operated and maintained; (b) use its commercially reasonable efforts refrain from making any purchase, sale or disposition of any asset or property other than in the ordinary course of business, from purchasing any capital asset costing more than Lit. 100.000.000, except to maintain the propertiesextent reasonably necessary in carrying out the business in the ordinary course, physical facilities and operations from mortgaging any of the Company Stated Assets and Liabilities, and from pledging, subjecting to a lien or otherwise encumbering any of the assets included in the same condition as they were on Stated Assets and Liabilities, except in the date ordinary course of this Agreement business (subject to reasonable wear and tearbut not for borrowed money), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businesssuch as deposits on certain contracts; (c) manage payablesrefrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, receivables and working capital from incurring any other fixed or contingent obligations or liabilities except those that are incurred in the Ordinary Course ordinary course of Businessbusiness; (d) unless replaced refrain from making any change or renewed on commercially reasonable terms with substantially similar or better coverage incurring any obligation to make a change in the Ordinary Course NewCos' articles of Businessincorporation or by-laws or authorized or issued capital stock, continue except to the extent contemplated hereby (including changing the name of each NewCo, as contemplated by Section 13.06 hereof, which changes in full force and effect without modification all insurance policies listed in Section 2.20 of name the Company Disclosure Scheduleparties hereby consent to); (e) comply in all material respects refrain from (1) entering into any employment contract with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement any person which provides for an annual rate of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Companycompensation, including any material write-off or compromise of accounts receivable; (i) not enter intofringe benefits, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above which exceeds Lit. 100.000.000; or (y2) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles law or applicable Law; provided, however, the Company may pay or commit to pay bonuses existing contract and except in connection with the transaction contemplated hereunder negotiation of the contracts identified in Exhibit 33 hereto, making any change in the compensation payable or to become payable to any employee who will be transferred to the NewCos or is employed by NewCos; (f) use all reasonable efforts to keep intact the Selling Parties' business organization, to keep available their present managers, agents and employees and to preserve the goodwill of suppliers, customers and others having business relations with them; (g) consult with Buyer concerning all contracts involving commitments, other than to the extent such bonuses are included in Company Transaction Expenses same is for the purchase or paid before Closing out sale of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel products or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than raw materials therefor in the Ordinary Course ordinary course of Business; (p) other business, which individually are for more than Lit. 100,000,000 before entering into the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orsame.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by UniverCell, during the period from the date of this Agreement until to the earlier Effective Time, Recall will conduct its operations only in the ordinary course of business consistent with Recall’s usual business practices, and will not willfully or intentionally take any action which would materially adversely affect its ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this Agreement, required by Law, Agreement or except as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (a) conduct the business of the Company disclosed in the Ordinary Course Schedules attached hereto, prior to the Effective Time, Recall will not, without the prior written consent of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable;UniverCell: (i) not enter into, amend in any material respect its Charter Documents or terminate, release, waive any rights under, or assign any rights under, any Material Contract Bylaws (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contractsimilar organizational documents), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (jii) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than the sale of shares of Recall Common Stock in private placements; provided, however, that the total number of shares of Recall Common Stock that will be outstanding immediately prior to the Effective Date of the Merger shall not enter into or make any capital expenditures, except capital expenditures made consistent with past practicesexceed 49,500,000 shares; (kiii) not recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire the equity securities, any of its securities or substantially all modify any of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee such securities; (iv) (A) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or as otherwise may be contractually required and disclosed in a Schedule attached hereto; or (C) make any loans, advances or capital contributions to, or investments in, any other Person; (A) amend any Recall Benefit Plan existing as or (B) except in the ordinary course of the date hereof, the Company will not business consistent with usual practice or established policy (i1) increase in any manner the rate of compensation or benefits of any of the current or former its directors, officers, employees, consultants, independent contractors officers or other service providers employees everywhere, except for increases in the ordinary course of Company business; (collectively, “Company Resources”), (ii2) pay or agree to pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severancebonus, pension, retirementretirement allowance, profit-sharing, welfare benefit, severance or other employee benefit plan except as required under currently existing Recall Benefit Plans disclosed in a Schedule hereto or agreement in the ordinary course of business; or employment agreement (3) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with or for the benefit any of any Company Resource (or newly hired employees)its directors, (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation officers or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, employees; (vi) cause enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the funding purchase, sale or lease of any rabbi trust goods or similar arrangement or take any action to fund or services in any other way secure the payment ordinary course of compensation or benefits under any Employee Benefit Plan, or business; (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course ordinary course of Businessbusiness or as provided herein, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (A) plan of liquidation or dissolution, (B) acquisition of a material amount of assets or securities, (C) disposition or Encumbrance of a material amount of assets or securities, (D) merger or consolidation or (E) material change in its capitalization; (pviii) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant change any license, sublicense, covenant not to xxx, material accounting or other rights under Tax procedure or with respect to the Company Intellectual Property except in the Ordinary Course of Businesspractice; (qix) not borrow take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (x) compromise, settle or otherwise modify any material claim or litigation; or (xi) commit or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From the date of Except as contemplated by this Agreement until or as expressly agreed to in writing by Acquiree and the earlier Vendors, during the period from April 1, 2004, to the Closing, each of Acquiror, YAC, Callco and Adsero has conducted its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and has taken no action which would have a Material Adverse Effect on its ability to consummate the Transactions required by this Agreement. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or related Schedules, required by Laweach of Acquiror, as set forth in Section 4.2 of YAC, Callco and Adsero did not, prior to the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toClosing: (a) conduct the business of the Company in the Ordinary Course of Businessamend their Charter Documents or by-laws (or similar organizational documents); (b) use recapitalize, split, combine or reclassify any shares of their respective capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of their respective capital stock; or purchase, redeem or otherwise acquire any of its commercially reasonable efforts to maintain the properties, physical facilities and operations securities or modify any of the Company in the same condition as they were on the date terms of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businessany such securities; (c) manage payablesi) except as otherwise disclosed by Adsero, receivables and working capital YAC, Callco or Acquiror in the Ordinary Course context of Businessthe Transactions herein contemplated, create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business; ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other or iii) make any loans, advances or capital contributions to, or investments in, any other Person save and except for the loan agreement and related collateral agreements entered into with Barrington Bank; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the rate of compensation or benefits of any of the current or former their directors, officers, employees, consultants, independent contractors officers or other service providers of Company (collectivelyemployees everywhere, “Company Resources”), (ii) pay or agree to pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severancebonus, pension, retirementretirement allowance, profit-sharing, welfare benefit, severance or other employee benefit plan or agreement or employment agreement with or except as required under the currently existing profit sharing plan, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the benefit prior year, or iii) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of any Company Resource (or newly hired employees)their directors, (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation officers or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashemployees; (ne) not fail to promptly pay and discharge current Liabilities when dueexcept as otherwise disclosed by Adsero, YAC, Callco or Acquiror in the context of the Transactions herein contemplated, enter into any material agreement, commitment or contract, except where disputed agreements, commitments or contracts for the purchase, sale or lease of goods or services in good faith by appropriate proceedingsthe ordinary course of business save and except for the loan agreement and related collateral agreements entered into with Barrington Bank; (of) not forgiveexcept as contemplated by the Transactions, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course ordinary course of Businessbusiness, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any i) plan of liquidation or dissolution, ii) acquisition of a material amount of assets or securities, iii) disposition or Encumbrance of a material amount of assets or securities, iv) merger or consolidation or v) material change in their respective capitalization save and except for the loan agreement and related collateral agreements entered into with Barrington Bank; (pg) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant change any license, sublicense, covenant not to xxx, material accounting or other rights under Tax procedure or with respect to the Company Intellectual Property except in the Ordinary Course of Businesspractice; (qh) not borrow take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (i) compromise, settle or otherwise modify any material claim or litigation; or (j) commit, promise or agree to borrow do any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orforegoing.

Operation of the Business. From Until the date of this Agreement until Closing, Seller shall use its reasonable efforts to cause the earlier Companies to conduct the Business and to operate and maintain their assets in the ordinary course consistent with past practices, keep the books and records of the Closing or Companies in accordance with past practices, maintain all of their existing insurance coverage, maintain good working relationships with their customers and suppliers and the termination employees of this AgreementLodi Management and pay all of their trade payables and other obligations on a timely basis. Seller will not, except as otherwise contemplated by this Agreementand shall cause the Companies not to, required by Law, as set forth in Section 4.2 without the prior written approval of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent approval shall not be unreasonably withheld, conditioned delayed or delayed)conditioned) or as otherwise contemplated by this Agreement or Schedule 6.1, Shareholder will cause take any of the Company to:following actions with respect to the Companies (such actions set forth in subsections (a) through (p) hereof being the “Enumerated Actions”): (a) conduct the business amend their respective certificates of the Company in the Ordinary Course formation or limited liability company agreements, or issue or agree to issue any additional membership interests (or other equity interests) of Businessany class or series, or any securities convertible into or exchangeable or exercisable for membership interests (or other equity interests), or issue any options, warrants or other rights to acquire any membership interests (or other equity interests); (b) use its commercially reasonable efforts to maintain the propertiessell, physical facilities and operations transfer or otherwise dispose of or encumber any of the Company assets of the Business other than in the same condition as they were on the date ordinary course of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Businessbusiness; (c) manage payables, receivables and working capital in cancel any debts or waive any material claims or rights pertaining to the Ordinary Course of Business; (d) unless replaced incur, assume or renewed on commercially reasonable terms with substantially guarantee any Indebtedness, or issue any notes, bonds, debentures or other similar securities, or better coverage in the Ordinary Course of Businessgrant any option, continue in full force and effect without modification all insurance policies listed in Section 2.20 warrant or right to purchase any of the Company Disclosure Schedulesame, or issue any security convertible or exchangeable or exercisable for debt securities of the Companies; (e) comply except as deemed necessary by Seller in all connection with resolution of the matters raised in the Pending Audit but only to the extent such resolution does not involve a change in the tax classification of the Companies and Seller referenced in Section 4.11(f), make or change any material respects Tax elections (except as required by Law), adopt or change any accounting method with all respect to Taxes except as may be required as a result of a change in Law, file any amendment to a Tax Return, enter into any closing agreement with respect to Taxes, settle any material claim or assessment with respect to Taxes, consent to any extension or waiver of the limitation period applicable Lawsto any claim or assessment in respect to Taxes, or settle or compromise any material Tax liability; (f) maintain its books and records in accordance with past practiceenter into any employment agreement or severance agreement or any other compensation arrangement binding on the Companies or that would be binding on Buyer pursuant to Section 6.6; (g) not except as may be required as a result of a change in Law or in GAAP, change any of the accounting principles or practices used by the Companies; (h) except for those activities and expenditures contemplated by Schedule 6.1, make any capital expenditure or make any commitment to make any capital expenditure in excess of $250,000, other than (i) pursuant to existing commitments set forth in the Disclosed Contracts or business plans described in Schedule 6.1, (ii) to repair, maintain or replace any assets, properties or facilities in the ordinary course of business, or (iii) as may be necessary to maintain or restore safe operations of the Business or respond to any catastrophe or other emergency situation; (i) adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedulerestructuring; (j) not enter into except as contemplated by the Note Purchase Agreement or make any capital expendituresthe Loan Agreement, except capital expenditures made consistent with past practicespledge or mortgage the assets of the Companies or otherwise cause or permit a Lien (other than a Permitted Lien) to exist against the assets of the Companies; (k) not acquire the equity securitieseffect any split, combination or substantially all reclassification of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure ScheduleLLC Interests; (l) not settle redeem, repurchase or agree to settle otherwise acquire, directly or indirectly, any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the ClosingLLC Interests; (m) allow or cause either Company to acquire (by purchase, merger or otherwise) any equity interest in, or otherwise make any investment in, any other Person, or enter into any joint venture, partnership or similar arrangement; (n) knowingly allow any material Permit held by the Companies to terminate or lapse; (o) enter into any agreement or amend, modify or terminate any Disclosed Contract or Permit to which either Company is a party or by which any of their assets are bound, except as required under that the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not Companies may (i) increase enter into agreements for the conduct of the Business or the maintenance of the Companies’ assets in any manner the compensation ordinary course of business consistent with past practices and (ii) enter into or benefits of amend Firm Storage Service Agreements and Interruptible Storage Service Agreements consistent with past practices and in accordance with Lodi Gas’ tariffs on file with the CPUC; or (p) agree, whether in writing or otherwise, to do any of the current foregoing; provided, however, that nothing in this Section 6.1 shall preclude Seller or former directorsthe Companies from obtaining the consent of any third party required in connection with the transactions contemplated by this Agreement, officersand provided, employeesfurther, consultants, independent contractors that the Companies may prepare and submit to the CPUC and other Governmental Entities applications for the issuance (or amendment) of Permits or other service providers authorizations, enter into contracts for, make capital expenditures in connection with, and otherwise take any and all reasonable actions in furtherance of Company the operation of the Business and the expansion of the Xxxxx Hills gas storage facility in accordance with the expansion plan described in Schedule 6.1 (collectivelythe “Expansion”) and the expansion budget attached as Exhibit C hereto. Seller shall cause the Companies not to spend less than 90%, “Company Resources”or in excess of 110%, of the amount budgeted on a monthly basis after the date of this Agreement as set forth in such attached budget, without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Prior to the Closing, Seller shall, and shall use its reasonable efforts to cause the Companies and Lodi Management to, make their representatives and/or employees who are actively engaged in the conduct of the Business available to Buyer (and its representatives) on a reasonable basis to confer and discuss with respect to (i) the operation of the Business and the status of the assets of the Companies and the status of the Expansion (including accompanying Buyer’s representatives on site visits of the Expansion if reasonably requested), (ii) pay any amounts the legal, operational and other actions required or increase any amounts payable to Company Resources not required reasonably necessary for the consummation of the transactions contemplated by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourcethis Agreement, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself the smooth and orderly transition of the Business to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), Buyer and (iv) accelerate the vesting status of or lapsing Seller’s compliance with this Section 6.1. After the date of restrictions this Agreement and prior to the Closing, Seller shall, and shall cause the Companies to, keep Buyer reasonably apprised of the regulatory and operational status of the Expansion. Prior to the Closing, Seller shall cause Lodi Gas to manage the operation of its Interruptible Storage Services business in accordance with respect the risk limits established by the Member Committee of Seller and described in Exhibit D hereto. Additionally, prior to any stock-based compensation the Closing and for informational purposes only, Seller shall give notice (which may be made by email or other long-term incentive compensation under any Employee Benefit Planselectronic submission) to Buyer (or to a representative of Buyer) immediately, on a daily basis, if the Interruptible Storage Services business’ “value at risk” measurement exceeds Five Million Five Hundred Thousand Dollars (v$5,500,000) (x) except as measured and determined consistent with past practice of Lodi Gas). Prior to the extent required pursuant Closing, Seller shall cause the Companies to any Investment Canada Approval, hire or promote employees maintain the levels of pad gas in the position Companies’ gas storage facilities consistent with historic levels and any levels required by Laws or Orders of manager or above or (y) other than any Governmental Entity. Prior to the Closing, Seller shall prepare and deliver to Buyer consolidated financial statements of Seller and its Subsidiaries for just cause or in order each and as of the end of each fiscal quarter of Seller that ends prior to prevent a breach of the 45th day prior to the Closing Date. Upon delivery to Buyer, such financial statements shall be deemed “Financial Statements” for all purposes under this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible or.

Operation of the Business. From Except as otherwise expressly permitted or required by this Agreement or as otherwise consented to in writing by SCT, which consent will not be unreasonably withheld or delayed, between the date of this Agreement until the earlier of and the Closing or the termination of this AgreementDate, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the agrees that Company towill: (a) 6.3.1 conduct the Company's business of the Company only in the Ordinary Course of Businessordinary course; (b) 6.3.2 use its commercially reasonable commercial efforts to maintain the properties, physical facilities and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill good will with suppliers, customers, lenders landlords, creditors, employees, agents, and others having material business relationships with the Company Company; 6.3.3 use its reasonable commercial efforts to obtain in the Ordinary Course of Businesswriting as promptly as possible all Required Consents; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (ea) comply in all material respects with all applicable Laws; , (fb) pay the debts of Company when due and use usual and customary collection practices with respect to its receivables, (c) maintain its corporate existence in good standing in the jurisdictions of its incorporation and its due qualification in good standing in all jurisdictions in which it is so qualified and (d) maintain all of its books and records in accordance with past practice; (g) not adopt the usual, regular and ordinary manner on a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made basis consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will 6.3.5 not (ia) increase make any change in any manner the compensation its Charter Documents or benefits of any of the current its authorized, issued or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”)outstanding capital stock, (iib) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, options or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any fundsacquire, whether directly or by way contingently, any of assumption its capital stock, (c) declare, set aside or guarantee pay any dividend or otherwisemake any other distribution in respect of its capital stock or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its shares of capital stock; or (d) sell, rent, lease or otherwise dispose of a portion of its tangible Assets, except in the ordinary course of business; 6.3.6 except in the ordinary course of business, not (a) incur any indebtedness for money borrowed, (b) make any capital expenditures or commitments for capital expenditures in excess of Twenty Thousand Dollars ($20,000) in the aggregate, (c) assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, contingently or otherwise) for the obligations of any Indebtedness other person, (d) create or suffer to exist any new Liens (other than as set forth on Section 4.12 Permitted Liens), (e) enter into or amend any employment contract, increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the Company Disclosure Schedule; compensation or rate of compensation payable or to become payable to hourly employees or salaried employees, (rf) not allow accrue or pay to any of its property officers or assets employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto, (realg) make any distribution or payment to any Affiliate of Company, personal or mixed(h) waive or release any material claim or right of cancellation of any material debt held by Company; 6.3.7 at its own expense, tangible ormaintain (a) all of the properties used in the Company's business in good operating condition and repair, ordinary wear and tear excepted and (b) all insurance covering Company's business, employees and Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; 6.3.8 confer with SCT concerning operational matters of a material nature; 6.3.9 not (a) make or change any material Tax election; (b) settle or compromise any material federal, local or foreign income Tax Liability; (c) enter into any Tax sharing, allocation, compensation or like arrangement; (d) request any Tax ruling; or (e) change any accounting method or period; 6.3.10 use its commercially reasonable efforts to obtain the requisite approval of this Agreement (other than the schedules and exhibits hereto) and the Merger by the Stockholders; 6.3.11 not enter, other than in the ordinary course of business, into any Contract which, had such Contract been entered into prior to the date hereof, would have had to be disclosed pursuant to Section 4.17 hereof; 6.3.12 not take any action that will have or is reasonably likely to have a Material Adverse Effect.

Operation of the Business. From Except as contemplated by this Agreement or as expressly agreed to in writing by Nixxo, during the period from the date of this Agreement until to the earlier Effective Time, Harmony and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the Closing or the termination of this Agreementforegoing, except as otherwise contemplated by expressly provided in this AgreementAgreement or except as disclosed in the Harmony Disclosure Schedule, required by Lawprior to the Effective Time, as set forth in Section 4.2 neither Harmony nor any of its Subsidiaries will, without the Company Disclosure Schedule or as consented to by Buyer in writing (which prior written consent shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company toof Nixxo: (a) conduct the business of the Company in the Ordinary Course of Businessamend its Charter Documents or bylaws (or similar organizational documents); (b) use authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its commercially reasonable efforts to maintain the propertiescapital stock or any other securities, physical facilities and operations of the Company other than as set forth in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of BusinessAgreement; (c) manage payablesrecapitalize, receivables and working split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the Ordinary Course terms of Businessany such securities; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off or compromise of accounts receivable; (i) not enter intocreate, amend in incur, assume or permit to exist any material respect long-term debt or terminateany short-term debt for borrowed money other than under existing notes payable, release, waive any rights under, lines of credit or assign any rights under, any Material Contract (other credit facilities or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course ordinary course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), business; (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourceassume, (iii) become a party toguarantee, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, contingently or otherwise) for the obligations of any Indebtedness other than Person except in the ordinary course of business or as set forth on Section 4.12 of otherwise may be contractually required and disclosed in the Company Harmony Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (re) not allow enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (f) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (g) change any material accounting or Tax procedure or practice; (h) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of its property the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or assets omission as though made at and as of the date of such action or omission; (reali) compromise, personal settle or mixed, tangible otherwise modify any material claim or litigation not identified in the Harmony Disclosure Schedule; or (j) commit or agree to do any of the foregoing.

Operation of the Business. From (i) Between the date of this Agreement until and the earlier Closing Date, the Sellers shall use commercially reasonable efforts to carry on the Business in substantially the same manner as heretofore conducted, taking into consideration Sellers' Chapter 11 status, and shall not make or institute any unusual or novel methods of service, sale, purchase, lease, management, accounting or operation that will vary materially from those methods used by the Sellers without in each instance obtaining the prior written consent of the Closing or the termination of this AgreementBuyer. In addition, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 4.2 each of the Company Disclosure Schedule or as consented to by Buyer in writing (which consent Sellers, shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company to: (a) conduct the business of the Company in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain preserve the properties, physical facilities and operations organization of the Company Business intact and to preserve their present relationships with referral sources, vendors, dealers, customers, suppliers and others having business relationships with them; including, without limitation (A) payment of all Post-Petition obligations, to the extent required by applicable law, prorated from the date of filing and accruing under all real property leases and subleases used in the same condition as they were on operation of the Business and Assigned Contracts up through the Closing Date, and (B) purchasing advertising in the amount of $48,000 from the date of this Agreement through April 6, 2003, as mutually agreed in writing by the Buyer and the Sellers. To the extent Sellers fail to make a Post-Petition payment on a Real Estate Lease which is an Assigned Contract, Sellers shall make such payments to landlords on the Closing Date. (subject to reasonable wear and tear), preserve intact ii) Without limiting the current business organization generality of the Companyforegoing, keep available prior to the services of Closing Date, the current officers and key Sellers will not, (A) enter into any employment contract or collective bargaining agreement with or covering employees of the CompanySellers or any of their Subsidiaries, and maintain the relations and goodwill with supplierswritten or oral, customers, lenders and others having material business relationships with the Company (B) grant any increase in the Ordinary Course base compensation of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 any of the Company Disclosure Schedule; (e) comply officers of any of the Sellers, or any other salaried employees earning in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan or agreement excess of complete or partial liquidation$50,000 per annum, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off connection with annual employee reviews or compromise of accounts receivable; (i) not enter into, amend otherwise change in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms employment of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”)such Person, (iiC) pay adopt, amend or modify any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fund), severance, pension, retirementbonus, profit-sharing, welfare benefitincentive, severance, compensation, stock option, retirement, deferred compensation, collective bargaining agreement, or other employee benefit plan plan, contract, or agreement or employment agreement with or commitment for the benefit of any Company Resource (of the officers or newly hired employees)employees of the Business, (ivD) accelerate modify, amend or terminate (excluding any termination effected by the vesting of or lapsing of restrictions with respect to other party thereto) any stock-based compensation or other long-term incentive compensation under any Employee Benefit PlansAssigned Contract. Notwithstanding the foregoing, (v) (x) except subject to the extent required pursuant approval of the Bankruptcy Court and upon notice to any Investment Canada Approval, hire or promote employees all parties in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, howeverinterest, the Company Sellers may pay or commit to pay bonuses in connection with institute a stay bonus - severance enhancement program for retention of key employees through the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (n) not fail to promptly pay and discharge current Liabilities when due, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow any of its property or assets (real, personal or mixed, tangible orClosing.

Operation of the Business. From Except as contemplated by this Agreement, during the period from the date of this Agreement until the earlier Closing Date, the Buyer, the Seller and the Owner agree that, prior to the Closing, unless the Buyer shall otherwise consent in writing, the following provisions shall apply: (a) the Seller shall carry on the Business in the ordinary course; (b) the Seller shall use commercially reasonable efforts to maintain and preserve the Business intact, maintain the insurance of the Closing Business at historic levels, comply with all material laws, preserve the goodwill of suppliers, customers and others having business relations with the Business and maintain the Business, as well as the Seller's books of account, records and files related to the conduct of the Business, all in the ordinary course of business; (c) the Owner or the Seller shall inform the Buyer in writing of any event or circumstance that (i) has or could reasonably be expected to have a Business Material Adverse Effect, (ii) is a breach of a representation, warranty, covenant or agreement of the Seller or Owner herein or that (iii) is listed on Schedule 1 hereof, each no later than three (3) Business Days after obtaining knowledge of such an event or circumstance; (d) the Owner and the Seller shall inform the Buyer in writing of any event or circumstance that has or could reasonably be expected to have a material adverse effect with respect to the Real Estate no later than three (3) Business Days after obtaining knowledge of such an event or circumstance, including, without limitation: (i) a fire or other casualty causing significant damage to the Real Estate; (ii) receipt of notice of eminent domain proceedings or condemnation of all or any part of the Real Estate; (iii) receipt of a notice from any Governmental Authority or insurance underwriter relating to the condition, use or occupancy of the Real Estate or any real estate adjacent to the Real Estate or setting forth any requirements with respect thereto; (iv) receipt or delivery of any default or termination notice or claim of offset or defense to the payment of rent from any tenant of all or any portion of the Real Estate; (v) receipt of any notice of default from the holder of any lien or security interest in the Real Estate or any portion thereof; (vi) notice of any actual or threatened litigation against the Seller affecting or relating to the Real Estate; (vii) the commencement of any strike, lock-out, boycott or other labor trouble affecting the Real Estate; or (viii) receipt of any Tax assessment disputes prior to Closing, and the Seller will not agree to any changes in the real estate Tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to prior Tax assessments without the Buyer's prior written consent, and, if any proceedings shall result in any reduction of assessment and/or Tax for the Tax year in which the Closing occurs, it is agreed that the amount of Tax savings or refund for such Tax year less the fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date the real estate Taxes are apportioned under this Agreement, ; (e) except as otherwise contemplated by this Agreement, required or except with the Buyer's express written approval, the Seller shall not, except as otherwise provided for in Schedule 5.2(e): (i) commit to make, or make, any capital expenditure in excess of $100,000 in the aggregate relating to the Business; (ii) except as otherwise permitted by LawSection 5.2(e)(vii) below, enter into any contract, agreement or arrangement (oral or written) which would constitute a Material Contract of the type identified in Section 3.9(a), 3.9(b), 3.9(c), 3.9(d), 3.9(f), 3.9(g) or 3.9(h); (iii) enter into any other type of contract, agreement or arrangement (oral or written) which would constitute a Material Contract under Section 0 hereof, unless such contract, agreement or arrangement is entered into in the ordinary course of business pursuant to standard terms and conditions and does not involve the receipt or payment by the Seller of aggregate consideration or value of more than $50,000, and then only after first consulting with the Buyer (although, as set forth in Section 4.2 to this type of the Company Disclosure Schedule or as consented to by Buyer in writing (which Material Contract, Buyer's prior written consent shall not be unreasonably withheldrequired as a precondition to the Seller's entering into such Material Contract); (iv) enter into any contract, conditioned agreement or delayedarrangement (oral or written) that requires the consent or approval of any Third-Party to consummate the transactions described in this Agreement or any Ancillary Agreement; (v) cancel or make any modifications or amendments to any Material Contract; (vi) sell, lease (as lessor), Shareholder will cause transfer or otherwise dispose of any Business Assets, other than inventory sold in the Company to:ordinary course of business and other than cash or short-term marketable securities (other than the Investments); (vii) grant or transfer any rights to the Proprietary Assets that are part of the Business Assets (other than any non-exclusive, non-perpetual licenses entered into in the ordinary course of business pursuant to standard terms and conditions which (a) conduct do not involve the business receipt or payment by the Seller of aggregate consideration or value of more than $200,000 and (b) do not provide for the use of rights that were exclusive to the Vertex Parties prior to such license, and then only after first consulting with the Buyer (although Buyer's prior written consent shall not be required as a pre-condition to the Seller's entering into such license)); (viii) fail to prosecute, defend and maintain in a manner consistent with past practice any Proprietary Assets that are part of the Company Business Assets; (ix) mortgage or pledge any Business Assets, except for Permitted Encumbrances; (x) cancel any debts owed to or claims held by the Seller relating to the Business (including the settlement of any claim or litigation) other than in the Ordinary Course ordinary course of business; (xi) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the receivable would have been collected in the ordinary course of the Business; (bxii) use its commercially reasonable efforts to maintain change the properties, physical facilities and operations accounting policies applied in the preparation of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear)November 30 Balance Sheet, preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar make or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not adopt a new plan revoke any Tax election or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Schedule; (h) not waive in writing any material right of the Company, including any material write-off settle or compromise of accounts receivable; (i) not enter into, amend in any material respect Tax liability that would affect the Business Assets or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence on the date of this Agreement, would constitute a Material Contract), except in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following Assumed Liabilities after the Closing; (mxiii) except as required under prepare or file any Tax Return with respect to the terms of Business Assets or the Assumed Liabilities inconsistent with past practice or, on any Employee Benefit Plan existing as of such Tax Return, take any position, make any election, or adopt any method that is inconsistent with the date hereofposition taken, elections made or methods used in preparing similar Tax Returns with respect to the Company will not Business Assets or the Assumed Liabilities in prior periods; (ixiv) make or promise to make any severance or termination benefits or any increase in any manner the salaries, rates of pay or other compensation or benefits of any of the current or former directorsSeller Employees, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation except for customary increases and progressions for employees consistent with past practices which increases and progressions were made in the Ordinary Course ordinary course of Business) to any Company Resource, (iii) become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any Company Resource co-investment fundbusiness and except for matters set forth on Schedule 5.2(e)(xiv), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Company Resource (or newly hired employees), (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Employee Benefit Plans, (v) (x) except to the extent required pursuant to any Investment Canada Approval, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, or (vii) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by Transaction Accounting Principles or applicable Law; provided, however, the Company may pay or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cash; (nxv) not fail to promptly pay and discharge current Liabilities when duehire any additional Employees, except where disputed in good faith by appropriate proceedings; (o) not forgive, cancel or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule;Schedule 5.2(e)(xv); or (rxvi) not allow enter into any of its property agreement or assets (real, personal or mixed, tangible orcommitment to take any action prohibited by this Section 5.2.

Operation of the Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except Except as otherwise contemplated by this Agreement, required by Lawduring the period from the Agreement Date to the Effective Time, as set forth in Section 4.2 of the Company Disclosure Schedule or as consented to by Buyer in writing shall (which consent and shall not be unreasonably withheld, conditioned or delayed), Shareholder will cause the Company each Subsidiary to: (a) conduct the business of the Company its operations in the Ordinary Course ordinary course of Business; (b) use its commercially reasonable efforts to maintain the properties, physical facilities business and operations of the Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of the Company, keep available the services of the current officers and key employees of the Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with the Company in the Ordinary Course of Business; (c) manage payables, receivables and working capital in the Ordinary Course of Business; (d) unless replaced or renewed on commercially reasonable terms with substantially similar or better coverage in the Ordinary Course of Business, continue in full force and effect without modification all insurance policies listed in Section 2.20 of the Company Disclosure Schedule; (e) comply compliance in all material respects with all applicable Lawslaws and regulations and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, publishers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not (and shall cause each Subsidiary not to), without the written consent of the Parent (which consent may be via email from Xxxxxx Xxxxx at xxxxxx@xxxxxxxxxxxxxxx.xxx or Xxxxxxxxx Xxxxxxx at xxxxxxxx@xxxxxxxxxxxxxxx.xxx): (a) except to provide full or partial vesting and/or acceleration of Company Options, issue or sell any stock or other securities of the Company or any Subsidiary or any options, warrants or rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of Company Preferred Stock or Company Options outstanding on the date hereof), or amend any of the terms of (excluding the vesting of) any Company Options or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company); (fb) maintain split, combine or reclassify any shares of its books and records capital stock; or declare, set aside or pay any dividend or other distribution (whether in accordance with past practicecash, stock or property or any combination thereof) in respect of its capital stock; (gc) not adopt a new plan incur or agreement assume any indebtedness (including obligations in respect of complete capital leases); assume, guarantee, endorse or partial liquidationotherwise become liable or responsible (whether directly, dissolutioncontingently or otherwise) for the obligations of any other person or entity; or make any loans, restructuringadvances or capital contributions to, consolidationor investments in, recapitalization any other person or other reorganization or like change in the Company’s capitalization other than as set forth on Section 4.12 of the Company Disclosure Scheduleentity; (hd) not waive in writing any material right of the Companyexcept as required to comply with applicable laws or agreements, including any material write-off plans or compromise of accounts receivable; (i) not enter into, amend in any material respect or terminate, release, waive any rights under, or assign any rights under, any Material Contract (or Contract that, if in existence arrangements existing on the date of this Agreement, would constitute a Material Contract), except Agreement and listed in the Ordinary Course of Business or as set forth on Section 4.12 of the Company Disclosure Schedule; (j) not enter into or make any capital expenditures, except capital expenditures made consistent with past practices; (k) not acquire the equity securities, or substantially all of the assets, of any entity other than as set forth on Section 4.12 of the Company Disclosure Schedule; (l) not settle or agree to settle any legal proceeding or settle any litigation or similar claim against or involving the Company with a value in excess of $250,000 or where the terms of such settlement contain any material restriction on the operation of the business of the Company following the Closing; (m) except as required under the terms of any Employee Benefit Plan existing as of the date hereof, the Company will not (i) take any action with respect to, adopt, enter into, terminate or amend any Company Plan, (ii) increase in any manner the compensation or benefits of, or promise any bonus to, any director, officer, employee or consultant or, materially modify their terms of any of the current employment or former directors, officers, employees, consultants, independent contractors or other service providers of Company (collectively, “Company Resources”), (ii) pay any amounts or increase any amounts payable to Company Resources not required by any current plan or agreement (other than payment of base compensation in the Ordinary Course of Business) to any Company Resourceengagement, (iii) become a party toamend or accelerate the payment, establish, amend, commence participation in, terminate right to payment or commit itself to the adoption vesting of any stock option plan compensation or other stock-based compensation planbenefits, compensation (including any Company Resource co-investment fundoutstanding equity compensation except as set forth in Schedule 2.9(k), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement which matters have been approved by the Company’s Board in connection with or for the benefit approval of any Company Resource (or newly hired employees)this Agreement, (iv) accelerate the vesting of or lapsing of restrictions with respect to pay any stock-based compensation bonus or other long-term incentive compensation under benefit to its directors, officers or employees or hire any Employee Benefit Plansnew officers or any new employees except as set forth in Schedule 2.9(k), which matters have been approved by the Company’s Board in connection with the approval of this Agreement, (v) (x) except to grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the extent required pursuant to grant of performance units or the removal of existing restrictions in any Investment Canada Approvalbenefit plans or agreements or awards made thereunder, hire or promote employees in the position of manager or above or (y) other than for just cause or in order to prevent a breach of this Agreement, terminate the employment of any employee in the position of manager or above, (vi) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Planemployee plan, agreement, contract or (vii) materially change any actuarial arrangement or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determinedbenefit plan, except as may be required by Transaction Accounting Principles an existing Company Plan or applicable Law; providedas otherwise anticipated, however, the Company may pay required or commit to pay bonuses in connection with the transaction contemplated hereunder to the extent such bonuses are included in Company Transaction Expenses or paid before Closing out of available Cashpermitted by this Agreement; (ne) not fail to promptly pay acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and discharge current Liabilities when due, except where disputed sales in good faith by appropriate proceedingsthe ordinary course of business; (of) not forgive, cancel mortgage or defer any Indebtedness owing to the Company or waive any claims or rights of the Company other than in the Ordinary Course of Business; (p) other than the license agreement entered into in connection with the Pre-Closing Reorganization described in Section 4.12 of the Company Disclosure Schedule, not grant any license, sublicense, covenant not to xxx, or other rights under or with respect to the Company Intellectual Property except in the Ordinary Course of Business; (q) not borrow or agree to borrow any funds, whether directly or by way of assumption or guarantee or otherwise, or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness other than as set forth on Section 4.12 of the Company Disclosure Schedule; (r) not allow pledge any of its property or assets or subject any such property or assets to any Security Interest; (realg) discharge or satisfy any Lien or pay any obligation or liability other than in the ordinary course of business; (h) except for the filing of the Certificate of Merger, personal amend its charter, By-laws or mixedother organizational documents; (i) change its accounting methods, tangible principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes, or waive any restriction on any assessment period relating to a material amount of Taxes or settle or compromise any material amount of income Tax or other material Tax liability or refund; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any material rights under, any Disclosable Contract (or any agreement, contract or arrangement that would constitute a Disclosable Contract if it were in effect on the date hereof); (k) make or commit to make any capital expenditure in excess of $1,000 per item or $5,000 in the aggregate except in the ordinary course of business consistent with past practice; (l) institute or settle any legal or administrative proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (n) agree in writing or otherwise to take any of the foregoing actions.