Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAcquiror, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech and its Subsidiaries Acquiree will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries willAcquiree will not, and Shareholders shall not cause or permit Acquiree to, without the prior written consent of Sensec and EnsecAcquiror: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (e) (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Acquiree Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, or (ciii) 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (k) permit any existing insurance policy insuring Acquiree Assets to terminate; or (kl) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. Except Unless otherwise ordered by the Bankruptcy Court sua sponte or on motion by a third party, and provided that no provision of this 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 Closing, except as otherwise set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by in this Agreement or the Seller Disclosure Schedule or as expressly agreed otherwise consented to in writing by Sensec the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will, and Ensec, during will cause the period from Acquired Company to: (a) conduct the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only Business in the ordinary course of business consistent with sound financialthe Business in all material respects, operational taking into account that the Seller is in bankruptcy proceedings and regulatory practice, and will take no action which would materially adversely affect their ability use its commercially reasonable efforts to consummate keep available the Transactions. Without limiting the generality services of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in Employees and Acquired Company Employees and to preserve the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of Business’ relationships with its Subsidiaries will, without the prior written consent of Sensec customers and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents)others doing business with it; (b) authorize for issuance, issue, sell, deliver, grant any options for, not amend the articles of incorporation or otherwise agree bylaws or commit to issue, sell other applicable charter or deliver any shares organizational documents of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleAcquired Company; (c) recapitalizenot issue, split, combine sell or reclassify any pledge additional shares of its the capital stock; stock of the Acquired Company or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (d) not purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Acquired Company; (e) not declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its the capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any stock of the terms of any such securitiesAcquired Company, other than in cash; (df) 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) createexcept as set forth on Schedule 5.2(i), incurnot incur any capital expenditure or other expenditure with respect to property, assume plant or permit equipment used in or held for use in connection with, necessary for or relating the Business in excess of two hundred and fifty thousand ($250,000) individually or one million ($1,000,000) in the aggregate; (j) not waive or release any right or claim of a material value to exist any long-term debt or any short-term debt for borrowed money the Business other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of businessthe Business; (k) not sell, lease, license, pledge or otherwise dispose of, or with respect 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 its Wholly-Owned Subsidiaries the Business (other than sales of inventory for fair consideration and in the ordinary course of business; 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) assumeenter into any joint venture, guarantee, endorse partnership or otherwise become liable or responsible (whether directly, contingently or otherwise) other similar arrangement for the obligations conduct of the Business; (m) not materially change the remuneration or terms of employment of any Employee or Acquired Company Employee other Person except its Wholly-Owned Subsidiaries than (A) in the ordinary course of business or the Business, (B) as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; by Law or (iiiC) make any loansfor retention, advances 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 capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiarieson the Closing Date; (in) amend not make, revoke or change any Sentech Benefit Plan 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; (iio) except 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 usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or past practice; (q) not effect any material change in the practices of (i) take any action ordering supplies and raw materials or (ii) manufacturing work in process or finished goods Inventory beyond the taking of which, or knowingly omit to take any action the omission of which, would cause any normal requirements of the representations and warranties herein Business to fail to be true and correct meet ordinary customer demands taking into account current Inventory levels for such product; provided, however, that if the Seller determines in all material respects as good faith that it is in the best interest of the date of Business to make such action change prior to the Closing, the Seller shall so notify the Purchaser in writing prior to making such change and the Purchaser shall not unreasonably withhold or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Scheduledelay its consent for these purposes; or (kr) commit or not agree in writing to do take any of the foregoingaction or actions prohibited by any of the foregoing clauses (b) through (q).

Operation of the Business. Except as set forth on Section 10.1 (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 Sentech Disclosure ScheduleIdentified Employees, as (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 or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech 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. other Transaction Documents. (b) Without limiting the generality of the foregoing, except as otherwise expressly provided in from the date of this Agreement or except as disclosed in until the Sentech Disclosure ScheduleClosing Date, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, Sellers will not without the prior written consent of Sensec and Ensec: the Buyer (ai) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliverlease, grant any options for, license or otherwise agree or commit to issue, sell or deliver any shares dispose of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) createPurchased Assets, incur, assume or permit to exist any long-term debt or any short-term debt except for borrowed money other than under existing notes payable, lines of credit or other credit facilities or the disposal in the ordinary course of businessbusiness 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 its Wholly-Owned Subsidiaries 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 ordinary course aggregate) in excess of business; $10,000 that would be an Assumed Liability, (iiv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of enter into any other Person Contract except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed requiring payments by the Sellers (individually or in the Sentech Disclosure Schedule; 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, (iiivii) make do or fail to do any loans, advances acts or capital contributions to, permit any acts or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course omissions to act that would constitute a material breach of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers an Assumed Contract or other employees everywherematerial obligation relating to the Purchased Assets, except for increases in the ordinary course of business; (bviii) pay enter into, amend, extend or agree to pay otherwise modify any bonus, pension, retirement allowance, severance lease agreement or other employee benefit 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 currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule Contracts or in the ordinary course of business; Plans, grant any severance or (c) amend, terminate termination pay 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 proposerights to, or enter into any Contract with respect toemployment or severance agreement with, any Identified Employee, except as required by applicable 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 required by Legal Requirements, terminate or amend any Plan in which any Identified Employee participates, (ixi) adopt any plan of liquidation complete or partial liquidation, dissolution, (ii) acquisition of a material amount of assets rehabilitation, restructuring, recapitalization, redomestication or securitiesother reorganization, (iiixii) disposition cancel or Encumbrance of a compromise any material amount of assets debt, claim or securitiesProceeding relating to or waive or release any material right included in the Purchased Assets, (ivxiii) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) voluntarily take any action the taking that would make any representation or warranty of whichany Seller hereunder inaccurate at, or knowingly omit to as of any time on or prior to, the Closing Date, (xiv) voluntarily take any action that could reasonably be expected to result in a Material Adverse Effect with respect to the omission of which, would cause Purchased Assets or (xv) enter into 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree Contract to do any of the foregoing.

Operation of the Business. Except (i) as set forth on Section 10.1 of the Sentech Disclosure ScheduleSchedule 5.1, (ii) as otherwise contemplated by this Agreement or (iii) as expressly agreed otherwise consented to by Buyer in writing by Sensec and Ensecwriting, during the period such consent not to be unreasonably withheld, from the date Execution Date until the Closing, Seller shall (and, where applicable, shall cause CITERCO to): (a) afford to Buyer and its agents, advisors and representatives reasonable access to Seller’s and CITERCO’s properties, personnel, documents and records, except those documents and records subject to attorney-client privilege or other confidentiality restrictions, and shall furnish such information about Seller and CITERCO as Buyer shall reasonably request, all upon reasonable notice to Seller and in a manner that does not interfere in any material respect with the normal operations of this Agreement the Business; (b) operate the Business in the ordinary course consistent with past practice or as otherwise provided on Schedule 5.1, including maintenance of Inventory in amounts consistent with past practice; (c) keep and preserve the Business and the Transferred Assets in good condition and repair; (d) operate the Business in all material respects in accordance with all applicable Laws currently in effect; (e) timely file all Tax returns and all reports required to be filed with any Governmental Authority; (f) use commercially reasonable efforts to preserve beneficial relationships with agents, lessors, suppliers, customers, employees and others having business relationships with Seller or CITERCO; (g) refrain from making, or committing to make, any bonus, pension, retirement, welfare or insurance payment or arrangement to or with any such Persons except those that may have already been accrued, and bonus and insurance payments in the ordinary course of business and consistent with past practices; (h) not incur any obligations for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, nor enter into any guarantees, which indebtedness is secured by some or all of the Transferred Assets except indebtedness that will be paid in full at or prior to the Effective TimeClosing; (i) not sell, Sentech assign, lease, mortgage, pledge, create or assume or permit to exist any Lien upon, any of Seller’s or CITERCO’s assets, except for Permitted Liens and its Subsidiaries will conduct their operations only sales of Inventory in the ordinary course of business; (j) except in the ordinary course consistent with past practice, not destroy or remove any Books and Records; (k) promptly notify Buyer of any material emergency or other material change in the Business or any of the Transferred Assets; (l) not enter into any Contract other than 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 foregoing, except as otherwise expressly provided in this Agreement past practice or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents)Contract having a commitment for expenditure over $50,000; (bm) authorize for issuancenot amend, issue, sell, deliver, grant modify or terminate any options forMaterial Contract or Authorization, or otherwise agree waive, release or commit to issueassign any material rights, sell Claims or deliver benefits of Seller under any shares of its capital stock Material Contract or Authorization or enter into any other securitiesderivative, other than pursuant to and in accordance with the terms of option, hedge or futures contracts, except any Existing Options derivative, option, hedge or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries futures contracts entered into in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariesconsistent with past practice; (in) amend not make any Sentech capital expenditure or other commitment for expenditure over $50,000 for which Buyer would be responsible; (o) maintain CITERCO’s organizational documents in their form on the date of this Agreement; (p) not adopt any Seller Benefit Plan Plan; (q) not hire or (ii) terminate any Employees except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directorspast practices, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 and not enter into any Contract with respect to, any Employee (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;other than at-will employment arrangements); and (hr) change any material accounting not agree, resolve or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingactions prohibited in Section 5.1 that would, or the effects of which would, survive the Closing.

Operation of the Business. Except as From the date of this Agreement until the Closing occurs, Sellers will continue to operate the Assets, in the ordinary course of business consistent with past practice, (i) in material compliance with all applicable Laws, including, without limitation, Environmental Laws, and (ii) in material compliance with all Basic Documents, in the case of both (i) and (ii), subject to any matters set forth on Section 10.1 any schedules attached to this Agreement. From the date hereof until Closing, each Seller, jointly and severally with other Seller, agrees not to, without Purchaser’s prior consent, which shall not be unreasonably withheld or delayed: (a) expend any funds in excess of $1,000,000 per operation or per well, or make any commitments to expend funds in excess of $1,000,000 per operation, or otherwise incur any other obligations or liabilities, other than in the Sentech Disclosure Scheduleordinary course of business and as would a prudent operator, as contemplated by this Agreement except in the event of an emergency requiring immediate action to protect life, prevent environmental contamination, or as expressly agreed to in writing by Sensec preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest), provided that Sellers shall forward to Purchaser the applicable authorization for expenditure with respect to any operation under $1,000,000 but greater than $250,000; (b) (i) fail to comply with any drilling obligations needed to maintain any Mineral Interest (provided that the Parties agree that Sellers will drill one well (and Ensec, only one well) during the period from the date of this Agreement until Closing occurs), or (ii) except where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the abandonment of any xxxxx relating to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleOil & Gas Interests; (c) recapitalizesell, splittransfer, combine mortgage, abandon or reclassify otherwise encumber any shares portion of its capital stock; declarethe Assets other than sales and dispositions of Hydrocarbons and items of materials, set aside or pay any dividend supplies, Equipment, improvements or other distribution (whether in cash, stock or personal 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 fixtures forming a part of the terms of any such securitiesAssets that have become obsolete or unusable; (d) (i) createenter into, incurterminate or modify any new Material Contract, 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 any such Material Contract that terminates according to its terms other than a termination resulting from a breach by Sellers or other credit facilities or in the ordinary course of business, or their Affiliates with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariessuch Material Contract; (ie) amend fail to maintain any Sentech Benefit Plan or (ii) except in Governmental Authorization affecting the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 employeesAssets; (f) enter into any settlement of any material agreement, commitment issues with respect to any assets or contract, except agreements, commitments audit or contracts other administrative or judicial proceeding with respect to Taxes for the purchase, sale or lease of goods or services in the ordinary course of businesswhich Purchaser may have liability; (g) other than let lapse any of Sellers’ insurance in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract force 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 capitalizationto the Assets; (h) change let lapse any material accounting (i) Mineral Interest, or Tax procedure (ii) Surface Interest, except where any such Mineral Interest or practice;Surface Interest terminates pursuant to its existing terms through no fault of Sellers; or (i) take any action the taking of whichauthorize or agree, in writing or knowingly omit otherwise, to take any action the omission of which, would cause any of the representations and warranties herein to fail to actions prohibited in this Section 7.3. Notwithstanding the foregoing, Sellers will 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree free to do any of the foregoingforegoing without the consent of Purchaser where needed to comply with Sellers’ HSSE policies. Requests for approval of any action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxxx Xxxx Email: xxxxx@xxxxxxxxx.xxx Phone: (000) 000-0000 Fax: (713) (000) 000-0000 Purchaser’s approval of any action restricted by this Section 7.3 shall not be unreasonably withheld or delayed and shall be considered granted within 10 days (unless a shorter time, not to be less than 48 hours, is reasonably required by the circumstances and such shorter time is specified in Sellers’ notice) of Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.3, in the event of an emergency, any Seller or any member of Seller Group may take such action as reasonably necessary and shall notify Purchaser of such action promptly thereafter.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAgreement, during the period from the date of this Agreement to the Effective TimeClosing, Sentech and the Business Subsidiary shall conduct its Subsidiaries will conduct their operations only of the Business in the ordinary course of business consistent with sound financialpast practice and in compliance with all applicable Laws and, operational 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 regulatory practiceemployees, preserve its relationships with customers, suppliers and will take no action which would materially adversely affect their ability to consummate the Transactions. others having business dealings with it and maintain all material existing Permits. (a) Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective TimeClosing, neither Sentech nor the Sellers shall not (and shall cause the Business Subsidiary not to) take any of its Subsidiaries willactions as set forth below, but only to the extent that such actions relate to the Business, without the prior written consent of Sensec and Ensecthe Buyer: (ai) amend its Charter Documents Issue or bylaws sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or similar organizational documentsexercise of options, warrants or other convertible securities outstanding on the date hereof); (bii) authorize for issuanceenter into, issue, sell, deliver, grant adopt or amend any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock Employee Benefit Plan or any other securities, other than pursuant to and in accordance with the terms of any Existing Options employment or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine severance agreement 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 arrangement of the terms of any such securities; type described in Section 2.11(a)(viii) or (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt except for borrowed money other than under existing notes payable, lines of credit or other credit facilities or normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or with respect to materially modify the employment terms of, its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assumeofficers or employees, guarantee, endorse generally 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 disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions toindividually, or investments in, hire any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan new officers or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 new employees; (fiii) enter into acquire, sell, lease, license or dispose of any material agreement, commitment assets or contract, except agreements, commitments or contracts for the purchase, sale or lease property other than purchases and sales of goods or services assets in the ordinary course of business; (giv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than in the ordinary course of business; (vi) amend the Business Subsidiary’s charter, authorizeby-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (vii) make any new elections, recommendor changes to any current elections, propose with respect to Taxes that affect the Acquired Assets; (viii) enter into, amend, terminate, take or announce an intention omit to authorizetake any action that would constitute a violation of or default under, recommend or proposewaive any rights under, any Material Contract or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of which would be 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 Material Contract if it were in its capitalizationexistence on the date hereof; (hix) change make or commit to make any material accounting or Tax procedure or practicecapital expenditure in excess of $10,000 in the aggregate; (ix) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action the taking of which, or knowingly omit fail to take any action permitted by this Agreement with the omission of which, knowledge that such action or failure to take action would cause result in (A) 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 Sellers set forth in this Agreement becoming untrue or omission as though made at and as (B) any of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation conditions to the Closing set forth in Article V not identified in the Sentech Disclosure Schedulebeing satisfied; or (kxii) commit agree in writing or agree otherwise to do take any of the foregoingforegoing actions. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except (a) From the date hereof until the Partnership Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Pre-Closing Period”), the Paladin Parties agree, except as set forth on Section 10.1 of the Sentech Disclosure Schedulerequired, as permitted or otherwise contemplated by this Agreement or as expressly agreed set forth in Section 6.1 of the Paladin Disclosure Schedule 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 writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only all material respects in the ordinary course of business consistent with sound financialpast practice; and Paladin OP shall and shall cause the Subsidiaries to use commercially reasonable efforts to (i) conduct their operations in compliance, operational in all material respects, with applicable Laws consistent with past practice; and regulatory practice, (ii) preserve their assets and will take no action which would materially adversely affect their ability to consummate the Transactionsproperties in good repair and condition. Without limiting the generality of the foregoing, during the Pre-Closing Period except as otherwise expressly provided permitted by this Agreement, including those actions set forth in this Agreement or except as disclosed in Section 6.1 of the Sentech Paladin Disclosure Schedule, prior or as consented to the Effective Timein writing by Parent, neither Sentech nor which consent will not be unreasonably withheld, Paladin OP shall not and shall not permit any of its the Subsidiaries will, without the prior written consent of Sensec and Ensecto: (a) amend its Charter Documents or bylaws (or similar organizational documents); (bi) authorize for issuance, issue, issue or sell, deliverpledge, grant dispose of or subject to any options for, Lien or otherwise agree or commit to issueany of the foregoing in respect of, sell any Paladin OP Units or deliver other Equity Interests of Paladin OP or any shares of its capital stock Subsidiary; (ii) effect any recapitalization, reclassification or repurchase or redeem any Equity Interest; (iii) reclassify, combine, split or subdivide any Paladin OP Units or any other securities, other than pursuant to and in accordance with the terms Equity Interest of Paladin OP or any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleSubsidiary; (civ) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside aside, make or pay any dividend or other distribution (whether distribution, payable in cash, stock or Paladin OP Units, property or otherwise, with respect to 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 terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt Paladin OP Units or any short-term debt for borrowed money other than under existing notes payableEquity Interests of Paladin OP or any Subsidiary, lines of credit except (A) the monthly cash distributions on Paladin OP Units to be declared and paid in cash on or other credit facilities or before the Partnership Merger Effective Time in the ordinary course of businessbusiness consistent with past practice, (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 its Wholly-Owned Subsidiaries the California Property, required under the applicable organizational documents of such entities as set forth in Section 6.1(a)(iv)(C) of the Paladin Disclosure Schedule 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; (vi) 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 a 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 ordinary course of business; aggregate, to Paladin OP, except transactions that would not adversely impact the transactions contemplated hereby; (iivii) incur any Indebtedness or issue any debt securities or assume, guaranteeguarantee or endorse, endorse or otherwise as an accommodation become liable or responsible (whether directlyfor, contingently or otherwise) for the obligations of any Person (other Person than a Subsidiary) for Indebtedness, except its Whollyfor: (A) refinancings of Indebtedness becoming due and 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-Owned company Indebtedness among Paladin OP and the Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariesconsistent with past practice; (iviii) except as provided in Section 6.1(a)(viii) of the Paladin Disclosure Schedule, modify, amend or terminate any Sentech Benefit Plan Material Contract or enter into any new material Contract that, if entered into prior to the date of this Agreement, would have been required to be listed in Section 4.13(a) of the Paladin Disclosure Schedule as a Material Contract; (iiix) 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 usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 employeespast practice; (fxiii) enter into take any action that would be reasonably likely to cause a material agreement, commitment increase or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services decrease in the ordinary course balance of business; (g) 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 of business consistent with past practice; (xvi) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect tocommitment for, any material capital expenditure (isuch authorized or committed material capital expenditures being referred to hereinafter as the “Capital Expenditures”) plan other than (A) Capital Expenditures required to be made pursuant Section 6.1(a)(xvi) of liquidation or dissolutionthe Paladin Disclosure Schedule; and (B) Capital Expenditures in the ordinary course of business and consistent with past practice 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 (ii) acquisition of a material amount of assets or securities$500,000), (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalizationthe aggregate; (hxvii) sell, lease, license, assign or transfer any material portion of its assets, whether tangible or intangible, including any of the Properties; (xviii) mortgage, encumber or subject to any Lien any material portion of its assets, whether tangible or intangible, including any of the Properties, except as permitted by Section 6.1(a)(vii); (xix) fail to use its best commercial efforts to maintain in full force and effect the existing insurance policies or to replace such insurance policies with comparable insurance policies covering Paladin OP, the Properties, Subsidiaries and their respective properties, assets and businesses or substantially equivalent policies; (xx) make any loan or enter into any other material transaction with, any of its directors, officers, managers, members, partners or employees outside the ordinary course of business; (xxi) 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, pay or compromise any 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 material of its methods of accounting or accounting practices in any material respect or make any material Tax procedure or practiceelection; (ixxiii) take any action that would be reasonably likely to cause, individually or in the taking of whichaggregate, a Property Material Adverse Effect or knowingly a Paladin Material Adverse Effect; (xxiv) take any action or omit to take any action the omission of which, that would reasonably be likely to cause any of the representations and or warranties herein to fail in Article 4 not to be true and correct at Closing, such that the condition set forth in all material respects as of Section 8.2 would not be satisfied at the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure ScheduleClosing; or (kxxv) commit announce an intention, enter into any agreement or agree otherwise make a commitment, to do any of the foregoing. (b) Nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct Paladin OP’s operations prior to the Partnership Merger Effective Time. Prior to the Partnership Merger Effective Time, Paladin OP shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Operation of the Business. Except (a) During the Pre-Closing Period: (i) except (A) as set forth on Section 10.1 of the Sentech Disclosure Schedule, as required or otherwise contemplated by under this Agreement or as expressly agreed required by applicable Laws, (B) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in writing Section 6.2 of the Company Disclosure Schedule, the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the material components of the current business organization of the Company and its Subsidiaries, including by Sensec maintaining their relations and Ensecgoodwill with all material suppliers, during material customers, Governmental Bodies and other material business relations (it being understood that with respect to the period from matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the date 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 written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 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 Effective TimeCompany’s certificate of incorporation and bylaws or the organizational documents of its Subsidiaries; (ii) (A) establish a record date for, Sentech declare, accrue, set aside or pay any dividend or make any other distribution in 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 withholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards; (iii) 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 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 (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 will 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 their operations only 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 sound financialpast practice; (xi) except as required by applicable Law, operational (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 regulatory practice(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 plan or agreement of complete or partial liquidation or dissolution, and will take no action which would materially adversely affect their ability merger, consolidation, restructuring, recapitalization or other reorganization; or (xvi) authorize any of, or agree or commit to consummate take, any of the Transactions. Without limiting the generality actions described in clauses (i) through (xv) of this Section 6.2(b). (c) Notwithstanding the foregoing, except as otherwise expressly provided in this Agreement nothing contained herein shall give to Parent or except as disclosed in Purchaser, directly or indirectly, rights to control or direct the Sentech Disclosure Schedule, operations of the Company or any of its Subsidiaries prior to the Effective Time, neither Sentech nor any and nothing contained in this Agreement is intended to give the Company and its Subsidiaries, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of its Subsidiaries willParent and the Company shall exercise, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance consistent with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalizeand conditions hereof, split, combine or reclassify any shares complete control and supervision 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 and its Subsidiaries' securities or modify any of ’ respective operations. Consent shall not be required pursuant to this Section 6.2 if the terms of any Company has a reasonable good faith belief that obtaining 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise consent may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingviolate Antitrust Law.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated required by this Agreement or as expressly agreed disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in writing by Sensec a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and Ensecpreserve 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, during the period from the date of this Agreement to the Effective Time, Sentech customers and others having material business relationships with it with a view toward preserving for Purchaser and its Subsidiaries will Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct their operations only the Business in all material respects in the ordinary course course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of business consistent with sound financialthe Disclosure Letter, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in Seller shall not and shall cause the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willOther Sellers not to, without the prior written consent approval of Sensec and EnsecPurchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issuetransfer, sell, deliverlease, grant any options forlicense or otherwise convey or dispose of, or otherwise agree or commit subject to issueany Lien, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) Purchased Assets other than (i) 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 sales of credit or other credit facilities or inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens; (b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to its Wholly-Owned Subsidiaries any of the foregoing; (c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate; (d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate; (e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business; , (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) assumehire new employees, guaranteeor (iii) enter into, endorse adopt or otherwise become liable or responsible (whether directlyamend any Seller Plan, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries than in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 employeesby applicable Law; (f) enter into cancel, compromise, release or assign any material agreementindebtedness owed to it or any material claims held by it, commitment or contractany material rights that would otherwise be part of the Purchased Assets or Business; (g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract; (h) sell, except agreementstransfer, commitments license or contracts for the purchaseotherwise convey or dispose of any Transferred Business Intellectual Property, sale or lease of goods or services other than in the ordinary course of business; (gi) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business; (j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business; (k) make any changes in the pricing, authorizebilling, recommendcollection, propose reimbursement, discount or announce an intention warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business; (l) institute or settle any material legal proceeding with respect to authorizethe Business; (m) take any action to cause the Purchased Assets not to be in good repair, recommend order, and condition, reasonable wear and tear excepted, or proposecancel or terminate the insurance with respect to the Business; (n) establish, adopt, or enter into any Contract with respect toSeller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose 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 capitalizationLiability on Purchaser after the Closing; (ho) make any new, or change any material accounting or existing, Tax procedure or practiceelections, in each case, that would impose a Tax Liability on Purchaser after the Closing; (ip) take any action to cause the taking of which, Purchased Assets or knowingly omit the Business to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct not comply in all material respects as with all Laws and all orders of the date of such action or omission as though made at and as of the date of such action or omissionany Governmental Authorities applicable thereto; (jq) compromise, settle agree in writing or otherwise modify to take any material claim or litigation not identified in of the Sentech Disclosure Scheduleforegoing actions; or (kr) commit take or agree suffer to do be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the foregoingClosing Date.

Operation of the Business. Except Unless otherwise ordered by the Bankruptcy Court sua sponte or on motion by a third party, and provided that no provision of this 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 Closing, except as otherwise set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by in this Agreement or the Seller Disclosure Schedule or as expressly agreed otherwise consented to in writing by Sensec the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will, and Ensec, during will cause the period from Acquired Company to: (a) conduct the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only Business in the ordinary course of business consistent with sound financialthe Business in all material respects, operational taking into account that the Seller is in bankruptcy proceedings and regulatory practice, and will take no action which would materially adversely affect their ability use its commercially reasonable efforts to consummate keep available the Transactions. Without limiting the generality services of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in Employees and Acquired Company Employees and to preserve the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of Business’ relationships with its Subsidiaries will, without the prior written consent of Sensec customers and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents)others doing business with it; (b) authorize for issuance, issue, sell, deliver, grant any options for, not amend the articles of incorporation or otherwise agree bylaws or commit to issue, sell other applicable charter or deliver any shares organizational documents of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleAcquired Company; (c) recapitalizenot issue, split, combine sell or reclassify any pledge additional shares of its the capital stock; stock of the Acquired Company or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (d) not purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Acquired Company; (e) not declare, set aside or pay any dividend or other distribution in respect of the capital stock of the Acquired Company, other than (whether i) in cash, stock or property (ii) any dividend or any combination thereof) in respect distribution of its capital stock; intercompany receivables made by the Acquired Company for the purpose of settling all intercompany receivables, payables, loans and investments then existing between or purchase, redeem or otherwise acquire among the Seller and/or any of its or its Subsidiaries' securities or modify any of Subsidiaries other than the terms of any such securitiesAcquired Company, on the one hand, and the Acquired Company, on the other hand, as contemplated by Section 5.18; (df) 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) createexcept as set forth on Schedule 5.2(i), incurnot incur any capital expenditure or other expenditure with respect to property, assume plant or permit equipment used in or held for use in connection with, necessary for or relating the Business in excess of two hundred and fifty thousand ($250,000) individually or one million ($1,000,000) in the aggregate; (j) not waive or release any right or claim of a material value to exist any long-term debt or any short-term debt for borrowed money the Business other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of businessthe Business; (k) not sell, lease, license, pledge or otherwise dispose of, or with respect 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 its Wholly-Owned Subsidiaries the Business (other than sales of inventory for fair consideration and in the ordinary course of business; 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) assumeenter into any joint venture, guarantee, endorse partnership or otherwise become liable or responsible (whether directly, contingently or otherwise) other similar arrangement for the obligations conduct of the Business; (m) not materially change the remuneration or terms of employment of any Employee or Acquired Company Employee other Person except its Wholly-Owned Subsidiaries than (A) in the ordinary course of business or the Business, (B) as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; by Law or (iiiC) make any loansfor retention, advances 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 capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiarieson the Closing Date; (in) amend not make, revoke or change any Sentech Benefit Plan 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; (iio) except 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 usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or past practice; (q) not effect any material change in the practices of (i) take any action ordering supplies and raw materials or (ii) manufacturing work in process or finished goods Inventory beyond the taking of which, or knowingly omit to take any action the omission of which, would cause any normal requirements of the representations and warranties herein Business to fail to be true and correct meet ordinary customer demands taking into account current Inventory levels for such product; provided, however, that if the Seller determines in all material respects as good faith that it is in the best interest of the date of Business to make such action change prior to the Closing, the Seller shall so notify the Purchaser in writing prior to making such change and the Purchaser shall not unreasonably withhold or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Scheduledelay its consent for these purposes; or (kr) commit or not agree in writing to do take any of the foregoingaction or actions prohibited by any of the foregoing clauses (b) through (q).

Operation of the Business. Except as set forth on Section 10.1 9.1 of the Sentech Ensec Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecSentech, during the period from the date of this Agreement to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Ensec Disclosure Schedule, prior to the Effective Time, neither Sentech Ensec nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecSentech: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Ensec Warrants listed on the Sentech Ensec Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Ensec Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Ensec Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Ensec Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Ensec Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 (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 Sentech Disclosure SchedulePurchased Subsidiary and its Subsidiaries, as (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 or as expressly agreed to in writing by Sensec and Ensecthe other Transaction Documents. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement until the Closing Date, neither the Seller nor the Purchased Subsidiary or any of its Subsidiaries will, without the consent of the 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 Effective Time, Sentech and Purchased Subsidiary or any of its Subsidiaries will conduct their operations only 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 the Seller, the Purchased Subsidiary or any of its Subsidiaries or establish, adopt, enter into, adopt, or, except as required by Legal Requirements, terminate or amend any Plan in which any current or former employee, independent contractor or consultant participates; (xi) (A) acquire any business or Person, by merger or consolidation, purchase of 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 ordinary course of business consistent with sound financialpast practice; (xii) enter into any joint ventures, operational and regulatory practicestrategic partnerships or alliances; (xiii) adopt any plan of complete or partial liquidation, and will take no action which would materially adversely affect their ability dissolution, rehabilitation, restructuring, recapitalization, redomestication or other reorganization; (xiv) cancel or compromise any material debt, claim or Proceeding relating to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior waive or release any material right relating to the Effective Time, neither Sentech nor Purchased Subsidiary or any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Scheduletheir respective Assets; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecIBUI, during the period from the date of this Agreement to the Effective TimeDate, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech RAI Disclosure Schedule, prior to the Effective TimeDate, neither Sentech RAI nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecIBUI: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options existing RAI options or Sentech Warrants warrants listed on the Sentech RAI Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities;, except for the Reverse Stock Split as defined in Section 9.8 hereof. (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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in 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 disclosed in the Sentech RAI Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech RAI Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech RAI Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech RAI Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec Acquiree and Ensecthe Shareholders, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech and its Subsidiaries Acquiror will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactionstransactions required by this Agreement. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries will, Acquiror will not without the prior written consent of Sensec Acquiree and Ensecthe Shareholders: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (e) (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Acquiree Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, or (ciii) 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (k) permit any existing insurance policy insuring Acquiror Assets to terminate; or (kl) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. (a) Except (A) as set forth on in Section 10.1 7.1(a) of the Sentech Seller Disclosure ScheduleLetter, (B) as expressly required or contemplated by this Agreement Agreement, or as expressly agreed to in writing by Sensec and Ensec(C) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, during the period conditioned or delayed), from the date hereof until the earlier of the Closing or the date on which this Agreement is terminated pursuant to Section 11.1 (the Effective Time“Interim Period”), Sentech each of the Companies shall, and Seller shall cause each of the Companies to, carry on its Subsidiaries will conduct their operations only business in the ordinary course of business and in a manner consistent with sound financialpast practice and to use its commercially reasonable efforts to (i) preserve intact its present business organization, operational goodwill and regulatory practicematerial assets, (ii) maintain in effect all Governmental Authorizations required to carry on its business as now conducted, (iii) keep available the services of its present officers and employees, if any (provided that they shall not be obligated to increase the compensation of, or make any other payments or grant any concessions to, such officers and employees), and will take no action (iv) preserve its present relationships with customers, suppliers and other Persons with which would materially adversely affect their ability it has a business relationship (provided, that they shall not be obligated to consummate make any payments or grant any concessions to such Persons other than payments in the Transactions. ordinary course consistent with past practice). (b) Without limiting the generality of the foregoingSection 7.1(a), except (A) as otherwise set forth in Section 7.1(b) of the Seller Disclosure Letter, (B) as expressly provided in required or contemplated by this Agreement Agreement, or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without (C) with the prior written consent of Sensec Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing, each of the Companies shall not, and EnsecSeller shall cause the Companies not to, do any of the following: (ai) amend its Charter Documents certificate of incorporation, articles of incorporation, bylaws or bylaws other comparable charter or organizational documents (whether by merger, consolidation or similar organizational documentsotherwise); (bii) authorize for issuanceexcept as provided in Section 8.1(a), 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (cA) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend dividends on, or make any other distribution distributions (whether in cash, stock or stock, property or any combination thereofotherwise) in respect of, any of its capital stock; equity or equity-linked securities, (B) split, combine or reclassify any of its equity or equity-linked securities, (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any of its equity or equity-linked securities, (D) purchase, redeem or otherwise acquire any of its equity or its Subsidiaries' securities equity-linked securities, or modify (E) take any of the terms action that would result in any material amendment, modification or change of any such securitiesterm of, or material default under, any Indebtedness of any Company; (diii) (iA) createissue, incurdeliver, assume sell, grant, pledge, transfer, subject to any Lien or permit otherwise encumber or dispose of, any of its equity or equity-linked securities, or (B) amend any term of any of its equity or equity-linked securities (in each case, whether by merger, consolidation or otherwise); (iv) accelerate or delay (A) the payment of any accounts payable or other liability or (B) the collection of notes or accounts receivable, in each case, other than in the ordinary course of business consistent with past practice; (v) incur more than $1,000,000 of capital expenditures, in the aggregate; (vi) acquire or commit to exist any long-term debt acquire (A) all or any short-term debt for borrowed money substantial portion of a business or Person or division thereof (whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), or (B) any assets or properties involving a price in excess of $1,000,000 in the aggregate, other than under pursuant to Material Contracts existing notes payableas of the date hereof; (vii) enter into any Contract, lines of credit that, if in existence on the date hereof, would be a Material Contract, or materially amend, modify, extend or terminate any Material Contract or any Interested Party Transaction (other credit facilities or than Contracts entered into in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries renewals of any Material Contracts in the ordinary course of business; , the expiration of any such Contract in accordance with its terms, and the termination of any such Contract in connection with any breach by the applicable counterparty); (iiviii) assumesell, guaranteelease, endorse license, pledge, transfer, subject to any Lien or otherwise become liable dispose of, any of its assets or responsible properties except (whether directly, contingently or otherwiseA) for the obligations sales of any other Person except its Wholly-Owned Subsidiaries used equipment in the ordinary course of business or as otherwise may be contractually required consistent with past practice, and disclosed (B) Permitted Liens incurred in the Sentech Disclosure Schedule; ordinary course of business consistent with past practice; (ix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company or enter into any agreement with respect to the voting of its capital stock or other securities held by any Company; (x) (A) grant to any current or former director, officer, employee or consultant any increase or enhancement in compensation, bonus or other benefits, (B) grant to any current or former director or executive officer or employee any right to receive severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except to the extent required under applicable Law or existing Company Benefit Plans or existing policy, or (iiiC) adopt, enter into or amend or commit to adopt, enter into or amend any Company Benefit Plan except for amendments as required under applicable Law or pursuant to the terms of such plan; (xi) except as required by GAAP, make any change in any method of accounting principles, method or practices; (xii) (A) incur or issue any Indebtedness (other than accrual of interest and drawdowns under Material Contracts existing as of the date hereof), (B) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries(other than pursuant to Material Contracts existing as of the date hereof), or (C) repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof; (ixiii) amend change any Sentech Benefit Plan method of Tax accounting, make or change any material Tax election, file any material amended return, settle or compromise any material Tax liability, fail to complete and file, consistent with past practice, all Tax Returns required to be filed by any Company, fail to pay all amounts shown due on such Tax Returns, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax, surrender any right to claim a material Tax refund, offset or otherwise reduce Tax liability or take into account on any Tax Return required to be filed prior to the Closing any adjustment or benefit arising from the Transactions; (iixiv) except institute, settle, or agree to settle any action, suit, litigation, investigation or proceeding pending or threatened before any arbitrator, court or other Governmental Authority, in each case in excess of $300,000 or that imposes material injunctive or other non-monetary relief; (xv) disclose, or consent to the disclosure of, any of its trade secrets or other proprietary information, other than in the ordinary course of business consistent with usual past practice and pursuant to an appropriate non-disclosure agreement; (xvi) waive, release or established policy assign any claims or rights having a value of $300,000 individually or $1,000,000 in the aggregate; (axvii) increase in fail to use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by any manner Company, including directors’ and officers’ insurance, not to be cancelled or terminated (other than at the rate of compensation of Closing) or any of its directorsthe coverage thereunder to lapse, officers unless simultaneously with such termination, cancellation or lapse (other employees everywherethan at the Closing), except replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for increases substantially similar premiums or less are in full force and effect; provided, that none of the ordinary course of business; Companies shall obtain or renew any insurance (bor reinsurance) pay policy for a term exceeding twelve (12) months; (xviii) directly or agree to pay indirectly (A) purchase or construct any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate vessel 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 Contract for the purchasepurchase or construction of any vessel, sale or lease of goods or services in the ordinary course of business; (g) other than in pursuant to Material Contracts existing as of the ordinary course date hereof, (B) sell or otherwise dispose of business, authorize, recommend, propose or announce an intention to authorize, recommend or proposethe Vessel, or enter into any Contract with respect to, for the sale or disposal of any (i) plan of liquidation or dissolutionVessel, (iiC) acquisition defer scheduled maintenance of a material amount of assets or securitiesthe Vessel, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (vD) material change depart from any normal drydock and maintenance practices or discontinue replacement of spares in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action operating the taking of whichVessel, or knowingly omit to take any action the omission of whichprovided, would cause any that none of the representations and warranties herein to fail to be true and correct in all material respects as Companies will enter into any Contract for the drydocking or repair of the date Vessel where the estimated cost thereof is in excess of $1,000,000 unless, in the case of this clause (D), such work cannot prudently be deferred and is required to preserve the safety and seaworthiness of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure ScheduleVessel; or (kxix) commit authorize or agree enter into a Contract or arrangement to do take any of the foregoingactions described in clauses (i) through (xviii) of this Section 7.1(b).

Operation of the Business. (a) Except as set forth on otherwise provided in this Agreement (including with respect to Restructuring Activities, in connection with Seller’s obligations under Section 10.1 2.6 and Section 6.1(d)) or the other Transaction Documents, as disclosed in Schedule 6.1(a) of the Sentech Disclosure ScheduleLetter (organized by the applicable subclause below), as contemplated by this Agreement may be necessary to comply with applicable Laws, or as expressly agreed taken in good faith as reasonably necessary to implement or in writing by Sensec and Ensecresponse to any COVID-19 Measures (with respect to which Seller has reasonably consulted with Buyer as promptly as reasonably practicable), during the period from the date Agreement Date until the Closing, without the prior written approval of this Agreement to the Effective TimeBuyer (which approval shall not be unreasonably withheld, Sentech conditioned or delayed), (x) Seller shall, and Seller shall cause its Subsidiaries will to, continue to operate and conduct their operations only the Business in the ordinary course of business consistent with sound financial, operational past practice and regulatory practice(y) Seller shall not, and will Seller shall cause its Subsidiaries not to, take no action any of the following actions with respect to, in connection with, or which would materially adversely impact or affect their ability to consummate the Transactions. Without limiting Purchased Shares, the generality of Purchased Assets, the foregoing, except as otherwise expressly provided in this Agreement Assumed Liabilities or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecBusiness: (ai) amend its Charter or modify the Organizational Documents or bylaws (or similar organizational documents)of any Purchased Entity; (bii) authorize transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens), (A) any of the Purchased Shares or (B) the Purchased Assets (or assets or property which would have been Purchased Assets, but for issuancesuch transfer or disposition), in each case other than (I) sales or non-exclusive licenses of inventory, Products or Intellectual Property Rights in the ordinary course of business or (II) sales or dispositions of obsolete or inoperable Purchased Assets; (iii) issue, sell, delivertransfer, grant pledge, dispose of or otherwise subject to a Lien (other than transfer restrictions under securities Laws generally) any options capital stock or other equity interests (including for all purposes of this Section 6.1(a) any restricted stock, restricted stock unit, performance stock unit, phantom stock, stock appreciation rights, rights to share in the profits or distributions or other similar rights), voting interest or securities convertible into or exchangeable or exercisable for, or otherwise agree subscriptions, rights or commit options with respect to, or warrants to issuepurchase, sell or deliver any shares of its other similar agreements or commitments relating to, the capital stock or any other securities, other than pursuant to and in accordance with the terms equity interests or voting interests of any Existing Options Purchased Entity or Sentech Warrants listed on authorize any of the Sentech Disclosure Scheduleforegoing; (civ) recapitalize(A) with respect to any Purchased Entity, split, combine or reclassify any shares of its capital stock; declare, set aside aside, or pay any non-cash dividend or other distribution (whether in cashother than to another Purchased Entity) or (B) reclassify, combine, split, redeem, purchase or otherwise acquire, directly or indirectly, any outstanding shares of any capital stock or property other equity interest of, or make any combination thereof) other change in respect of its the capital stock; or purchasestructure of, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securitiesPurchased Entity; (dv) with respect to any Purchased Entity, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise alter a Purchased Entity’s legal structure; (vi) with respect to any Purchased Entity, (A) prepare or file any Tax Return inconsistent with past practice, (B) make, change or revoke any Tax election, (C) file any amended Tax Return except as required by applicable Law, (D) settle or compromise any material claim related to Taxes, (E) enter into any material closing agreement or similar agreement related to Taxes, (F) otherwise settle any material dispute relating to Taxes, (G) surrender any right to claim a Tax refund, offset or other reduction in Tax Liability, or (H) request any ruling or similar guidance with respect to Taxes; (vii) (iA) create, incur, assume or permit to exist guarantee any long-term debt Indebtedness, in respect of which any Purchased Entity would be an obligor or any short-term debt for borrowed money which would constitute an Assumed Liability, other than under existing notes payable, lines of credit any Indebtedness that is incurred or other credit facilities or in committed to be incurred prior to the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries Effective Time in the ordinary course of business or as otherwise may be contractually required and disclosed is included in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesEstimated Business Indebtedness; (iviii) amend (A) grant any Sentech increase in the compensation or benefits arrangements of a Continuing Employee or under any Seller Benefit Plan or grant any new retention, severance or termination pay to any Continuing Employee or (iiB) except enter into or amend any Seller Benefit Plan or employment, consulting, indemnification, severance, retention or termination agreement with any Continuing Employee, in each case, other than (I) in the ordinary course of business consistent in an amount not to exceed $50,000, (II) as reflected in the budget or financial forecast provided to Buyer prior to the Agreement Date, (III) as a result of collective bargaining or other labor, works council or other similar agreements with usual practice such employees as in effect on the Agreement Date and disclosed in Schedule 4.5(a)(xiv) of the Disclosure Letter, or established policy (aIV) increase as required by applicable Law from time to time in any manner effect or by the rate of compensation terms of any employee benefit plan, program or arrangement sponsored by Seller or one of its directors, officers or other employees everywhere, except for increases Subsidiaries as in effect on the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans Agreement Date and disclosed in Schedule 4.13 of the Sentech 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 employeesLetter; (fix) (A) waive, release or assign any rights or claims, or settle or compromise any Proceeding, unless (I) such settlement or other action will not impose future restrictions or requirements on the Business or any Purchased Entity or any of their respective assets or properties and (II) all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (B) enter into any material agreementconsent decree or settlement agreement with any Governmental Authority, commitment or contract, except agreements, commitments (C) cancel any third party Indebtedness owed to the Business or contracts for the purchase, sale or lease of goods or services any Purchased Entity other than in the ordinary course of business; (gx) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof or enter into any joint venture, strategic alliance or partnership agreement; (xi) except as is required by applicable Law or by GAAP, make any material change in the Business’ methods, principles and practices of accounting or accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except in the ordinary course of business; (xii) except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be a Material Contract, (y) amend in any material respect, renew or waive any material provision of any Material Contract (or any Contract that would have been a Material Contract if in effect on the Agreement Date), other than automatic renewals in accordance with the terms of such Contract, or (z) rescind or terminate any Material Contract (or any Contract that would have been a Material Contract if in effect on the Agreement Date); provided that expirations of Contracts in accordance with their terms shall not be deemed a termination; (xiii) enter into or modify in any material respect any material special pricing arrangements or rebate structures other than in the ordinary course of business; (xiv) commit to make any capital expenditures or research and development expenditures in excess of $100,000 individually or $200,000 in the aggregate, authorizeother than as contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Disclosure Letter; (xv) enter into any lease of real property or any lease of personal property that involves payments in excess of $100,000 or any renewals thereof (other than automatic renewals pursuant to the terms of such lease); (xvi) permit the lapse of any right relating to Intellectual Property Rights or any other intangible asset used in the Business, recommend, propose in each case except in the ordinary course of business; (xvii) (x) purchase or announce an intention acquire any real property that is primarily related to authorize, recommend or proposethe Business, or transfer, convey, sell or dispose of any Real Property or (y) except in the ordinary course of business, (A) enter into any Contract for the lease of any real property that is primarily related to the Business (other than Real Property Leases in respect of Real Property in accordance with respect to, any (i) plan of liquidation or dissolutionthis Agreement), (iiB) acquisition amend in any material respect, renew or waive any material provision of a material amount any Real Property Lease (other than ordinary course renewals in accordance with the terms of assets or securitiessuch lease), (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (vC) material change in its capitalizationrescind, allow to expire or terminate any Real Property Lease; (hxviii) change amend, permit to lapse or fail to continue in full force and effect without material modification any material accounting existing policies or Tax procedure binders of insurance, in each case, in a manner disproportionately adverse to the Business or practiceassets of the type that would be Purchased Assets as compared to Seller Parties other businesses or assets; (ixix) take terminate the employment of any action Business Employee except in the taking ordinary course of which, business; (xx) transfer or knowingly omit to take any action make provision for the omission of which, would cause any transfer of the representations and warranties herein employment of any employee into the Business who, prior to fail such action, is not characterized as a Business Employee or otherwise provide for such employee to be true and correct become characterized as a Business Employee (including changing the status of any employee of Seller or its Subsidiaries to that of a “Business Employee”), except transfers in all material respects order to fill a vacant position which arises as a result of the cessation of employment of a Business Employee on a one-to-one basis following the date of such action this Agreement, or omission as though made at and as transfer or make provision for the transfer of the date employment of any employee out of the Business who, prior to such action or omission; (j) compromiseaction, settle is characterized as a Business Employee or otherwise modify provide for any material claim such employee to cease to be characterized as a Business Employee, except for terminations for cause or litigation not identified in the Sentech Disclosure Scheduleresignations by any such employees; or (kxxi) agree or commit or agree to do any of the foregoing. (b) If Seller or any of its Subsidiaries desires to take an action which would be prohibited pursuant to Section 6.1(a)(i) through Section 6.1(a)(xxi) without the written consent of Buyer, prior to taking such action, Seller may request such written consent by sending an electronic mail to the Representatives of Buyer listed on Schedule 6.1(b) of the Disclosure Letter. Buyer will either deliver to Seller written consent or a denial notification via electronic mail within five Business Days after Buyer receives a written request by Seller pursuant to this Section 6.1. If no such consent or denial is received by Seller within ten Business Days of its request in accordance with this Section 6.1, Buyer will be deemed to have granted its consent to such action(s) requested by Seller. (c) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Business and prior to the Closing, Seller and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding any provision herein to the contrary, but subject to Section 6.15, prior to the Effective Time, without the consent of Buyer, each of Seller and its Subsidiaries will be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance, (A) to Seller or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the creation of an intercompany receivable or payable of Seller or any of its Subsidiaries (other than the Purchased Entities) that is payable by or to a Purchased Entity that would remain outstanding following the Closing or would otherwise be transferred to Buyer or any of its Subsidiaries), (I) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (II) any other assets that are not expressly contemplated to be owned or held by Buyer, an Other Buyer or a Purchased Entity pursuant to this Agreement, the Local Transfer Agreements or other Transaction Documents and (III) any Seller books and records that are not also Business Records that will be solely owned by Buyer pursuant to Appendix A, and in each case under this clause (A), that would not impact or affect the Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business or (B) to any Purchased Entity (other than by intercompany loan or advance or other transaction that results in the creation of an intercompany receivable or payable of Seller or any of its Subsidiaries (other than the Purchased Entities) that is payable by or to a Purchased Entity that would remain outstanding following the Closing or would otherwise be transferred to Buyer or any of its Subsidiaries), (I) any Purchased Assets, (II) any Purchased Shares or (III) any Business Records, (ii) make any payments under, or repay (in part or in full), any Indebtedness prior to the Effective Time, and (iii) execute, deliver and perform obligations required under the Local Transfer Agreements and the other Transaction Documents.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as otherwise contemplated by this Agreement or as expressly agreed 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 writing by Sensec and Ensecall respects), during the period from the date of this Agreement and continuing until Closing, Quicksilver: (a) shall, with respect to the Effective TimeQRI Assets, Sentech and (b) shall cause each of the Acquired Companies, with respect to the other Acquired Assets owned by them, to: (i) operate and its Subsidiaries will conduct their operations only maintain such Acquired Assets in the ordinary course of business course, consistent with sound financial, operational and regulatory practiceits respective past practices, and will (ii) not take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality any of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willfollowing actions, without the prior written consent approval of Sensec and EnsecBreitBurn: (aA) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, transfer or otherwise agree dispose of or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify encumber any of the terms of Acquired Assets, including any such securities; (d) (i) create, incur, assume right under any Contract or permit to exist any long-term debt Permit or any short-term debt for borrowed money proprietary right or other intangible asset, except (1) with respect to any of the Acquired Assets other than under existing notes payableOil and Gas Properties and Xxxxx, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise2) 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 obligations 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 Person except its Wholly-Owned Subsidiaries 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 otherwise may be contractually required and disclosed in necessary to maintain or restore safe operations of the Sentech Disclosure Schedule; Business or (iii) make respond to any loans, advances catastrophe or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariesemergency situation; (iH) amend any Sentech Benefit Plan declare or make dividends or other distributions with regard to the Equity Interests, other than cash dividends; (iiI) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other restructuring, except in connection with the ordinary course Conversion; (J) pledge or mortgage any of business consistent with usual practice the Acquired Assets or established policy otherwise cause or permit a Lien (aother than a Permitted Lien) increase in to exist against any manner of the rate Acquired Assets; (K) effect any split, combination or reclassification of compensation the securities of any of its directors, officers or other employees everywherethe Acquired Companies, except for increases in connection with the ordinary course Conversion; (L) knowingly allow any Permits held by any of businessthe Acquired Companies (or any Permit constituting part of the Acquired Assets) to terminate or lapse, unless no longer required by Law in connection with the Business; (M) amend, modify, terminate or allow to lapse or expire any Disclosed Contract; provided that Quicksilver may terminate any Affiliate Agreement prior to Closing; (bN) pay create any Liens on any of the QRI Assets or agree to pay any bonusthe Acquired Companies’ assets, pension, retirement allowance, severance or other employee benefit than Permitted Liens; (O) except as required under currently existing Sentech Benefit Plans disclosed by Law, enter into, amend, or revise (and Quicksilver shall not permit to be entered into, amended or revised) any employment agreement or grant (and Quicksilver shall not permit to be granted) any material increase in the Sentech Disclosure Schedule compensation or in the ordinary course benefits 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 Business Employee unless such increase applies 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; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any substantially all of the representations and warranties herein to fail to be true and correct in all material respects as of other employees covered under the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Scheduleapplicable employee benefit program; or (kP) commit agree, whether in writing or agree otherwise, to do any of the foregoing. BreitBurn’s approval of any action restricted by clause (B), (G), (M) 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 circumstances and such shorter time is specified in Quicksilver’s notice) of Quicksilver’s notice to BreitBurn requesting such consent unless BreitBurn notifies Quicksilver to the contrary during that period. Notwithstanding the foregoing provisions of this Section 6.1, in the event of an emergency, Quicksilver may take such action as reasonably necessary and shall notify BreitBurn of such action promptly thereafter.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecRAI, during the period from the date of this Agreement to the Effective TimeDate, Sentech IBUI and its Subsidiaries subsidiaries will conduct their 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 their its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech IBUI Disclosure Schedule, prior to the Effective TimeDate, neither Sentech nor any of its Subsidiaries willIBUI will not, without the prior written consent of Sensec and EnsecRAI: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech IBUI Warrants listed on the Sentech IBUI Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech IBUI Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (i) amend any Sentech IBUI Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech IBUI Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech IBUI Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of From the Sentech Disclosure Scheduledate hereof until the Closing, as contemplated by this Agreement or ------------------------- except as expressly agreed to provided otherwise in writing by Sensec and Ensecthis Agreement, during the period from the date of this Agreement to the Effective Time, Sentech Buyer and its Subsidiaries will conduct shall conduct, or cause to be conducted, their operations only business in the ordinary course of business consistent with sound financialpast practice (including with respect to the collection of receivables, operational payment of payables and regulatory practiceother liabilities, advertising activities, sales practices (including promotions, discounts and concessions), capital expenditures and inventory levels, and will take no action which would materially adversely affect their ability contributions to consummate the Transactionsor accruals to or in respect of Benefit Plans). Without Furthermore, without limiting the generality of the foregoing, except Buyer and its Subsidiaries will (i) use reasonable commercial efforts to (A) preserve intact their business organizations, (B) keep available the services of their present officers and key employees, (C) continue in full force and effect without modification all existing policies or binders of insurance currently maintained in respect of their business, (D) preserve their current material relationships with customers, suppliers, lenders, creditors, employees, licensors, licensees, distributors and others with whom Buyer or any of its Subsidiaries or CTSH or any of its Subsidiaries has a material business or financial relationship, including without limitation the BBC Agreement, (E) safeguard the inventory of Buyer and its Subsidiaries from theft or misappropriation and (F) maintain the books and records of Buyer and its Subsidiaries in substantially the same manner as otherwise expressly provided presently maintained and (ii) not engage in this Agreement any practice, take any action, fail to take any action or except as disclosed enter into any transaction that would or would reasonably be expected to result in any of the Sentech Disclosure Scheduleconditions set forth in Article 10 not being satisfied on the Closing Date. In furtherance and not in limitation of the foregoing, Buyer covenants and agrees that, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willClosing, without the prior written consent of Sensec and Ensecthe Crown Parties, none of Buyer or its Subsidiaries will: (a) amend issue, sell, transfer, pledge or otherwise dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or acquisition rights of any kind with respect to any shares of, capital stock of any class or series of Buyer or its Charter Documents Subsidiaries, other than issuances pursuant to the exercise of stock-based awards or bylaws (or similar organizational documents)options, including under the plans described in Section 6.13, outstanding on the date hereof and the issuance of convertible preferred stock to investors in Buyer as contemplated in connection with transactions contemplated hereby; (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, with respect to any shares of capital stock or property of Buyer or any combination thereof) in respect of its capital stock; Subsidiaries or purchaserepurchase, redeem or otherwise acquire any amount of outstanding shares of capital stock or other equity securities of, or other ownership interests in, Buyer or any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required intercompany distributions and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned between wholly owned Subsidiaries; (ic) amend enter into any Sentech Benefit Plan Contract relating to any acquisition or (ii) except disposition, or the lease, mortgage or pledge of, of any assets or business of any Person that would be reasonably likely to have a Buyer Material Adverse Effect, other than in the ordinary course of business consistent with usual past practice and those contemplated by this Agreement, or established policy amend, modify, terminate or violate any term of the BBC Agreement; (ad) increase in change any manner the rate method of compensation of any of its directors, officers accounting or other employees everywhereaccounting principles or practice, except for increases in the ordinary course any such change required by reason of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, a change in control GAAP; (e) adopt any changes to the certificate of incorporation or by- laws of Buyer and similar agreements or arrangements with any governing instruments of its directors, officers or other employeesSubsidiaries; (f) enter into adopt any plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material agreement, commitment reorganization of Buyer or contract, except agreements, commitments or contracts for the purchase, sale or lease any of goods or services in the ordinary course of business;its Subsidiaries; or (g) other than agree in the ordinary course of business, authorize, recommend, propose writing 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; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit otherwise to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct actions specified 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingthis Section 8.1.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAcquiror, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech and its Subsidiaries Acquiree will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries willAcquiree will not, and Shareholders shall not cause or permit Acquiree to, without the prior written consent of Sensec and Ensec: Acquiror: (a) amend its Charter Documents or bylaws (or similar organizational documents); ; (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; ; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; Person; (e) (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Acquiree Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, or (ciii) 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) 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; ; (h) change any material accounting or Tax procedure or practice; ; (i) 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; ; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; or (k) commit permit any existing insurance policy insuring Acquiree Assets to terminate; or (l) commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from From the date of this Agreement to through the Effective Time, Sentech 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 foregoingClosing Date, except as otherwise expressly provided in or contemplated by this Agreement or except as disclosed waived or consented to by Purchaser in writing (which consent shall not be unreasonably withheld or delayed), the Sentech Disclosure Schedule, prior to Seller shall cause the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecCompany to: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with conduct the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or Business only in the ordinary course of business, or consistent with respect to its Wholly-Owned Subsidiaries in past practices (“Ordinary Course of Business”); (b) use their commercially reasonable efforts to: (i) keep available the ordinary course services of business; the current officers, employees and agents of the Company, and (ii) assumemaintain the relations and goodwill with suppliers, guaranteecustomers, endorse 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 become liable acquiring any capital stock, bonds, debentures, notes or responsible other securities or grant any options (whether directlyincluding any employee stock options), contingently warrants or otherwise) for other rights entitling any person to require the obligations issuance or delivery of any capital stock, bonds, debentures, notes or other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; securities, or (iii3) make any loans, advances or capital contributions todeclaring, or investments insetting aside for payment, any other Person except its Wholly-Owned Subsidiariesdividend to be paid subsequent to the Closing Date; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 refrain from entering into any material agreement, commitment or contract, transaction with any Affiliate except agreements, commitments or contracts for the purchase, sale or lease of goods or services on commercially reasonable terms and in the ordinary course 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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 omissionBusiness; (j) compromiserefrain from granting material salary or wage increases, settle or otherwise modify changing or amending any material claim or litigation not identified benefit plan covering transferred employees in any way that materially changes the amount such employees are entitled to receive under such plan other than pursuant to existing salary and wage plans except in the Sentech Disclosure ScheduleOrdinary Course of Business and other than as required by applicable Law; orand (k) commit refrain from taking any action or agree otherwise omitting to do take any action which would reasonably be expected to cause a breach of the foregoingSeller’s representations, warranties, covenants and agreements herein set forth.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during During the period from the date execution of this Agreement AGREEMENT until the CLOSING DATE, the SELLERS shall cause the SPVs to the Effective Timeconduct its business in good faith, Sentech in compliance with all applicable laws, regulations and its Subsidiaries will conduct their operations administrative authorizations and only in the ordinary course of business consistent with sound financialbusiness. In particular, operational the SELLERS covenant and regulatory practice, and agree that during such period the SPVs will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willnot, without the prior BUYER’s previous written consent of Sensec and Ensecconsent: (a) amend increase or decrease the corporate capital, except for the necessity to meet minimum capital requirements provided for by Italian law by utilizing SELLERS’ outstanding trade receivables towards each relevant SPV, for which BUYER’s already expresses its Charter Documents or bylaws (or similar organizational documents)consent; (b) authorize for issuance, issue, sell, deliver, grant issue any options for, debt instruments or otherwise agree execute any notes or commit to issue, sell or deliver any shares other evidences of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Scheduleindebtedness; (c) recapitalizesolicit or cause its representatives to solicit, splitdirectly or indirectly, combine any inquiries or reclassify proposals, participate, directly or indirectly, in any shares negotiations or discussions, or provide, directly or indirectly, any information, concerning the sale of any of the SHARES or of all or any portion of the SPVs’ business; (d) cause or permit any change in the financial condition, properties, assets, obligations, commitments, operations or prospects of the SPVs (other than changes in the ordinary course of business) or any other event or condition of any nature that, individually or in the aggregate, has been or will be adverse to the financial condition, properties, assets, obligations, commitments, operations or prospects of the COMPANY or to its capital stock; business; (e) cause or permit any change in the COMPANY’s accounting system employed in preparing its previous financial statements; (f) cause or permit the SPVs, directly or indirectly, to declare, reserve, set aside aside, or pay any dividend or other distribution (whether in cashdistribution, stock or property cause or permit any split, combination, reclassification, redemption, purchase or other acquisition with respect to any SHARES or any combination thereofoption to purchase the SHARES; (g) in respect cause or permit any sale, transfer, or other disposition (including, without limitation, any direct or indirect creation, assumption or permitting of its capital stock; the existence of any mortgage, pledge, deposit, conditional sale, lease or purchasetitle retention) including, redeem without limitation, any sale, transfer or otherwise acquire any of its or its Subsidiaries' securities or modify other disposition between any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt SPVs and the SELLERS or any short-term debt for borrowed money company participated by the SELLERS, other than under existing notes payable, lines than: 1) purchases of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries materials in the ordinary course of business; (iiand 2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for contingent liabilities arising out of the obligations of any other Person except its Wholly-Owned Subsidiaries endorsement in the ordinary and normal course of the business or as otherwise may be contractually required and disclosed of negotiable instruments in the Sentech Disclosure Schedule; course of collection; (h) cause or (iii) make permit any loansjoint venture, advances merger or capital contributions toconsolidation of the SPVs with any other company, or investments in, any other Person except its Wholly-Owned Subsidiariescorporate action by the SPVs effecting a complete or partial liquidation or dissolution; (i) amend cause or permit any Sentech Benefit Plan amendment or modification (iior agreement relating thereto) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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 by-laws of the date of such action or omission as though made at and as of the date of such action or omissionSPVs; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as otherwise expressly contemplated by this Agreement or as expressly agreed 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 writing by Sensec a manner consistent with the past practice, to keep available the services of their employees, to maintain and Ensecpreserve 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, during customers and others having business relationships with it. Until the period from 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 hereof through the Closing Date, and ITT shall cause the FHS Companies and the Asset Sellers in respect of the Business not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed) or as otherwise expressly contemplated by this Agreement Agreement, including Schedule 6.1, take any of the following actions: (a) 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 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 capital stock or partnership interests, or issue 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 FHS Company; (b) with respect to any FHS Company or Asset Seller in respect of the Business, lease, license, sell, transfer or otherwise dispose of or encumber any of its properties or assets pertaining to the Effective TimeBusiness, Sentech and its Subsidiaries will conduct their operations only other than in the ordinary course of business consistent with sound financial, operational and regulatory past practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalizeexcept in the ordinary course of business consistent with past practice or as required by law or contractual obligations, split, combine permit any FHS Company 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) Asset Seller in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) Business to (i) create, incur, incur or assume or permit to exist any material long-term debt or any short-term debt for borrowed money other than under existing notes payable(including obligations in respect of capital leases), lines of credit or other credit facilities or in the ordinary course of businessexcept loans and advances among ITT and its Subsidiaries, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the any material obligations of any person other Person except its Wholly-Owned Subsidiaries than any FHS Company or Asset Seller in respect of the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or Business, (iii) make any material loans, advances or capital contributions toto or investments in any person other than its Subsidiaries and other FHS Companies (except for customary loans or advances to employees), or investments in, (iv) create or incur any Liens (other Person except its Wholly-Owned Subsidiariesthan 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) amend grant any Sentech Benefit Plan or (ii) except 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 usual past practice or established policy as required by any benefit plan as in effect on the date hereof, (aii) increase in any manner the rate of compensation of any of its directors, officers or hire new employees other employees everywhere, except for increases than in the ordinary course of business; business consistent with past practice, (biii) pay enter into any new material employment, severance, consulting or agree other compensation agreement with any existing director, officer or employee or (iv) commit to pay any bonus, additional material pension, retirement allowanceprofit-sharing, deferred compensation, group insurance, severance pay, retirement or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amendplan, terminate or enter into any employment, consulting, severance, change in control fund or similar agreements arrangement or arrangements with amend in any material respect or commit itself to amend in any material respect any of its directorssuch plans, officers funds or other employeessimilar arrangements; (e) cancel any material third party indebtedness owed to such FHS Company or Asset Seller in respect of the Business; (f) enter into acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any material agreementother manner, commitment any business or contractany corporation, except agreementspartnership, commitments association or contracts for the purchaseother business organization or division thereof or otherwise acquire any assets (other than inventory) which are material, sale individually or lease of goods or services in the ordinary course of businessaggregate, to the Business taken as a whole; (g) other than in the ordinary course of business, authorize, recommend, propose settle (other than a settlement that involves only the payment of money and which payment is made prior to the Closing Date or announce an intention to authorize, recommend is reflected on the Closing Net Working Capital Statement) any litigation or propose, other proceeding or make or enter into any Contract agreement with respect to, 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 capitalizationrecall; (h) change adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to any material accounting FHS Company or Tax procedure or practiceAsset Seller; (i) take permit any action the taking of whichFHS Company to (i) to declare, set aside or pay any non-cash dividends or distributions on, or knowingly omit 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 take any action the omission of whicha wholly owned FHS Company) or (ii) split, would cause combine or reclassify 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 its outstanding capital stock or omission as though made at and as of the date of such action or omissionPartnership Interests; (j) compromise, settle or otherwise modify make any material change in the accounting methods, policies or practices followed by the Business (in all cases, other 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 Contract required to be disclosed in Schedule 4.8 or (ii) enter into any Contract that would be required to be disclosed in Schedule 4.8 if in effect on the date of this Agreement; (l) change, or agree to change, any business policies of the FHS Companies or the Asset Sellers in respect of the Business which relate to personnel or labor relations, in each case in any material respect other than in the ordinary course of business (other than changes required by law or industry wide collective bargaining agreements); (m) other than with respect to consolidated, combined or unitary Tax Returns and only with respect to the FHS Companies, amend any 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 settle any claim or litigation not identified in assessment relating to Taxes, or, without consultation with Purchaser, consent to any extension of the Sentech Disclosure Scheduleperiod of limitations on assessment of any Tax; or (kn) commit agree, whether in writing or agree otherwise, to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec Acquiree and Ensecthe Vendors, during the period from the date of this Agreement April 1, 2004, to the Effective TimeClosing, Sentech each of Acquiror, YAC, Callco and Adsero has conducted its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take has taken no action which would materially adversely affect their have a Material Adverse Effect on its ability to consummate the TransactionsTransactions required by this Agreement. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, each of Acquiror, YAC, Callco and Adsero did not, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecClosing: (a) amend its their Charter Documents or bylaws by-laws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its 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 its their respective capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (dc) (i) except as otherwise disclosed by Adsero, YAC, Callco or Acquiror in the context of the 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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person save and except its Wholly-Owned Subsidiariesfor the loan agreement and related collateral agreements entered into with Barrington Bank; (d) i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its their directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under the currently existing Sentech Benefit Plans disclosed profit sharing plan, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule prior year, or in the ordinary course of business; or (ciii) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its their directors, officers or other employees; (fe) except 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 agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of businessbusiness save and except for the loan agreement and related collateral agreements entered into with Barrington Bank; (gf) except as contemplated by the Transactions, 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 capitalizationtheir respective capitalization save and except for the loan agreement and related collateral agreements entered into with Barrington Bank; (hg) change any material accounting or Tax procedure or practice; (ih) 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; (ji) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; or (kj) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 9.1 of the Sentech Ensec Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by 42 Sensec and EnsecSentech, during the period from the date of this Agreement to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Ensec Disclosure Schedule, prior to the Effective Time, neither Sentech Ensec nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecSentech: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Ensec Warrants listed on the Sentech Ensec Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Ensec Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Ensec Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Ensec Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Ensec Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from (a) From the date of this Agreement until the Closing, without the prior written consent of the Buyer, and except to the Effective Timeextent set forth on Section 4.1 of the Disclosure Schedule, Sentech the Seller shall, and shall cause the Acquired Companies to, use its Subsidiaries will commercially reasonable efforts to conduct their operations only business in the ordinary course of business consistent with sound financialpast practice and to preserve, operational maintain and regulatory practice, and will take no action which would materially adversely affect their ability to consummate protect the Transactions. assets of the Acquired Companies. (b) Without limiting the generality of Section 4.1(a), from the foregoing, except as otherwise expressly provided in date of this Agreement or except as disclosed in until the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willClosing, without the prior written consent of Sensec the Buyer, which consent will not be unreasonably withheld or delayed with respect to the Operational Covenants, and Ensecexcept to the extent set forth on Section 4.1 of the Disclosure Schedule or otherwise contemplated by, or necessary to comply with the Seller’s obligations under this Agreement (including the Restructuring) or applicable Laws, the Seller shall not, and shall cause the Acquired Companies not to, take any of the following actions: (ai) amend its Charter Documents or bylaws (modify the certificate of formation, certificate of incorporation, charter, bylaws, operating agreement or similar organizational documents)other governing documents of any Acquired Company; (bii) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other otherwise make a distribution (whether in cash, with respect to the 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 terms other equity interest of any such securitiesAcquired Company (other than cash dividends or distributions paid by any Acquired Company to another Acquired Company or to settle intercompany accounts payable); (diii) effect any recapitalization, reclassification, stock split or other similar change in the capitalization of any Acquired Company; (iiv) authorize for issuance or issue any additional shares of the capital stock or other equity interest or securities convertible into or exchangeable for shares of the capital stock or other equity interest of any Acquired Company, or issue or grant any right, option or other commitment for the issuance of shares of the capital stock or other equity interest of any Acquired Company, or split, combine or reclassify any shares of the capital stock or other equity interest of any Acquired Company; (v) with respect to the Acquired Companies, acquire any capital stock or other equity interest of any corporation or other business entity; (vi) with respect to the Acquired Companies, except for borrowings under any existing credit agreement or debt facility in the ordinary course of business in an amount not to exceed $50,000, or any renewal or replacement thereof, (A) create, incurincur or assume any Debt secured by any Asset of any Acquired Company, assume except for purchase money security interests incurred in the ordinary course of business in an amount not to exceed $50,000; provided, for the avoidance of doubt, such limitation shall not apply to credit cards used by the Acquired Companies or permit to exist any long-term debt or any short-term debt Company Service Providers for borrowed money other than under existing notes payable, lines of credit or other credit facilities or legitimate business purposes that are repaid in the ordinary course of business, or (B) grant or create any Lien (other than a Permitted Lien) on any Asset that does not exist on the date hereof; (vii) other than as required by a Benefit Plan set forth on Section 2.20(a) of the Disclosure Schedule or as explicitly contemplated hereunder, or otherwise required by Law, (A) increase the compensation or benefits of any Company Service Provider other than salary increases for any employee with annual base salary of less than $100,000, (B) accelerate the vesting or payment of any compensation or benefits of any Company Service Provider, (C) enter into, amend or terminate any Acquired Company Benefit Plan (or any plan, program, agreement or arrangement that would be an Acquired Company Benefit Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder other than renewals or immaterial amendments in the ordinary course of business consistent with past practice, (D) fund any payments or benefits that are payable or to be provided under any Acquired Company Benefit Plan, (E) terminate without “cause” (as determined consistent with past practice) any Company Service Provider, (F) hire or engage any new Company Service Provider other than for purposes of filling any vacancy created by the resignation or termination of any Company Service Provider that is a non-officer employee and whose annual base salary did not exceed $100,000 as of termination in the ordinary course of business consistent with past practice at a cost to the Acquired Companies not greater than the cost of the terminated Company Service Provider, (G) make or forgive any loan to any Company Service Provider, (H) enter into any collective bargaining agreement or other agreement with a labor union, works council or similar employee or labor organization affecting any Acquired Company (or enter into negotiations to do any of the foregoing), (I) recognize or certify any labor union, works council, bargaining representative, or any other similar organization as the bargaining representative for any Company Service Provider, (J) implement or announce any employee layoffs, furloughs, reductions in force, reductions in compensation, hour or benefits, work schedule changes or similar actions affecting any of the Acquired Companies that would require notice under the Worker Adjustment and Retraining Notification Act or any similar state law, or (K) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Company Service Provider; (viii) with respect to its WhollyTaxes (except as required by applicable Law), (A) make an election, change any election or revoke any election that in each case would materially increase the Taxes of any Acquired Company for any Post-Owned Subsidiaries Closing Tax Period, (B) change an annual accounting period of any Acquired Company, (C) adopt or change any accounting method of any Acquired Company, (D) file any amended material Tax Return or file any Tax Return inconsistent with past practice, (E) enter into any closing agreement, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or (F) take any other action where such action could reasonably be expected to materially and adversely affect the Tax obligations of the Acquired Companies or Buyer with respect to the Acquired Companies during a Post-Closing Tax Period; (ix) pay, discharge or satisfy any claim, liability or obligation (absolute, contingent or otherwise) of any Acquired Company other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred in the ordinary course of business consistent with past practice (including with respect to payment of Insurance Claims); (x) (A) enter into any contract which, if entered into prior to the date hereof, would have been a Material Contract, except in the ordinary course of business consistent with past practice, or (B) modify or amend, in any material manner, terminate, or waive, release, compromise or assign any material rights or material claims under, any Material Contract (except for terminations upon expiration or renewals of such Material Contracts in accordance with their terms); (xi) abandon, allow to lapse, sell, assign, transfer, encumber, or dispose of any material Company Intellectual Property, or grant any right or license to any Company Intellectual Property other than non-exclusive licenses granted in the ordinary course of business; ; (iixii) assume, guarantee, endorse disclose any trade secrets of or otherwise become liable in the possession of an Acquired Company to any Person (other than pursuant to a valid and binding confidentiality agreement or responsible other binding obligation of confidentiality entered into by an Acquired Company in the ordinary course of business, with requirements that such Person maintain and protect the confidentiality of such trade secrets pursuant to such confidentiality agreement or obligation); (whether directlyxiii) make any material change in the accounting, contingently actuarial, investment, reserving, underwriting, hedging, reinsurance or otherwiseclaims administration guidelines, pricing, policies, practices or principles of the Acquired Companies, except as may be required by a Governmental Entity, applicable Law, GAAP or SAP, as applicable, or updates to rates and pricing in the ordinary course of business; (xiv) for take any action that would be reasonably likely to cause any rating presently held by the obligations Acquired Companies to be modified, qualified, lowered or placed under surveillance; (xv) accelerate, delay, change or modify any credit collection and payment policies, procedures or practices of any Acquired Company (including any acceleration in the collection of receivables or delay in the payment of payables) other Person except its Wholly-Owned Subsidiaries than in the ordinary course of business consistent with past practice; (xvi) make or as otherwise may be contractually required and disclosed authorize, or commit to make or authorize, any capital expenditures by any Acquired Company in any individual transaction in excess of $100,000 or, in the Sentech Disclosure Schedule; or aggregate, in excess of $250,000; (iiixvii) allow an Acquired Company to make any loans, advances or capital contributions to, or investments (other than ordinary course investments in government bonds or treasuries) in, any other Person except its Wholly-Owned SubsidiariesPerson; (ixviii) amend other than pursuant to an Affiliate Reinsurance Contract, allow an Acquired Company to make any Sentech Benefit Plan or payments to any Related Person (ii) except other than payments made pursuant to existing agreements previously disclosed to Buyer, offer letters, employment agreements, individual consulting agreements, individual contracting agreements and indemnification agreements entered into in the ordinary course of business consistent with usual practice past practice); (xix) with respect to the Acquired Companies, commence any Proceeding, or established policy pay, settle or compromise, or offer to propose to settle, any Proceeding or threatened Proceeding for an amount in excess of $100,000 or $250,000 in the aggregate (a) increase in any manner the rate other than payment of compensation of any of its directors, officers or other employees everywhere, except for increases insurance claims in the ordinary course of business consistent with past practice); (xx) with respect to the Acquired Companies, form any Subsidiaries; (xxi) with respect to the Acquired Companies, enter any new line of business; ; (bxxii) pay enter into any contract that materially restrains, restricts, limits or agree impedes the ability of an Acquired Company to pay compete with or conduct any bonusbusiness or line of business in any geographic area; (xxiii) fail to maintain such liability, pensioncasualty, retirement allowanceproperty, severance loss, and other insurance coverage to any Acquired Company, on substantially similar terms, in substantially similar amounts, and with such insurance carriers and to such extent and covering such risks as are maintained on the date hereof; (xxiv) abandon, xxxxxx, waive, terminate, fail to renew, let lapse or otherwise change any material Permit of an Acquired Company necessary to conduct the Business (other employee benefit except as than modifications required under currently existing Sentech Benefit Plans disclosed to make such Permit factually accurate); (xxv) merge or consolidate an Acquired Company with any other Person; (xxvi) enter into, modify or amend any Intercompany Agreement other than any such agreement that would terminate prior to the Closing with no obligation or liabilities to any Acquired Company (and that does not result in payments to the Sentech Disclosure Schedule Seller or its Affiliates other than payments 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 business consistent 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) 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; (h) change any material accounting or Tax procedure or past practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule); or (kxxvii) commit authorize, or agree in writing or otherwise to do take, any of the foregoingactions described in this Section 4.1(b).

Operation of the Business. Except as set forth on Section 10.1 ------------------------- 7.1 of the Sentech IBAH Disclosure Schedule, as contemplated by this Agreement or as ------------------------ expressly agreed to in writing by Sensec and EnsecOmnicare, during the period from the date of this Agreement to the Effective Time, Sentech IBAH and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practicepractice (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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech IBAH Disclosure --------------- Schedule, prior to the Effective Time, neither Sentech IBAH nor any of its Subsidiaries -------- will, without the prior written consent of Sensec and EnsecOmnicare: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of the IBAH Employee Stock Purchase Plan in the ordinary course of business, the Stock Option Agreement, any Existing Options Options, or Sentech outstanding IBAH Preferred Shares or IBAH Warrants listed on the Sentech IBAH Disclosure Schedule;; ------------------------ (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume assume, maintain or permit to exist any long-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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech IBAH Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.------------------------

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from From the date of this Agreement until the Closing occurs, Seller will continue to operate the Effective Time, Sentech and its Subsidiaries will conduct their operations only Assets operated by Seller in the ordinary course of business consistent with sound financial, operational and regulatory past practice, (i) in material compliance with all applicable Laws, including, without limitation, Environmental Laws, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing(ii) in material compliance with all Basic Documents, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulecase of both (i) and (ii), prior subject to any matters set forth on any schedules attached to this Agreement. From the Effective Timedate hereof until Closing, neither Sentech nor any of its Subsidiaries willSeller agrees not to, without the Purchaser’s prior written consent of Sensec and Ensecconsent, which shall not be unreasonably withheld or delayed: (a) amend its Charter Documents except as set forth in the second sentence of Section 7.3(b) below, expend any funds in excess of $500,000 per operation or bylaws (per well, or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant make any options forcommitments to expend funds in excess of $500,000 per operation or per well, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or incur any other securitiesobligations or liabilities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or and as otherwise may be contractually required and disclosed would a prudent operator, except in the Sentech Disclosure Schedule; event of an emergency requiring immediate action to protect life, prevent environmental contamination, or preserve the Assets; (b) except where necessary to prevent the termination of a Mineral Interest, propose (i) the drilling of any additional wxxxx, (ii) the deepening, plugging back or reworking of any existing Wxxxx, or (iii) make the abandonment of any loansWxxxx. The foregoing shall in no way restrict Seller’s ability to participate in or choose to not participate in any proposals from the Purchaser for the foregoing (i)-(iii) and Seller may act upon any such third party proposal without the consent of Purchaser; provided, advances or capital contributions to, or investments in, that with respect to any other Person except its Wholly-Owned Subsidiariesproposal Seller shall obtain Purchaser’s consent; (ic) sell, transfer, encumber, or abandon any portion of the Assets operated by Seller other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable; (d) allow any Material Contract to expire or be terminated, or amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate Material Contract or enter into any employment, consulting, severance, change new contract that would be a Material Contract if in control or similar agreements or arrangements with existence on the date of this Agreement; (e) fail to maintain any of its directors, officers or other employeesGovernmental Authorization affecting the Assets operated by Seller; (f) enter into any settlement of any material agreement, commitment issues with respect to any assets or contract, except agreements, commitments audit or contracts other administrative or judicial proceeding with respect to Taxes for the purchase, sale or lease of goods or services in the ordinary course of businesswhich Purchaser may have liability; (g) other than fail or refuse to participate in any proposed operation on the Properties if the effect of such failure would result in the ordinary course loss of business, authorize, recommend, propose any interest in the Properties 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;opportunity thereon; or (h) change enter into any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree agreement to do any of the foregoing. Notwithstanding the foregoing, each Seller will be free to do any of the foregoing, at such Seller’s expense, without the consent of Purchaser where needed to comply with Seller’s HSSE policies. Notwithstanding the foregoing, until the Closing: SWEPI will suspend its workover program on the SWEPI Assets; and SWEPI will suspend its project to modify the surface equipment located on the SWEPI Assets in connection with the new Pinedale Field low pressure gathering system. Requests for approval, in the case of ULTRA as Purchaser, of any action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: UPL Pinedale, LLC c/o Ultra Resources, Inc. 300 Xxxxxxxxx Xxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Bxxx Xxxxxxx Email: bxxxxxxx@xxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 Requests for approval, in the case of SWEPI as Purchaser, of any action restricted by this Section 7.3 shall be delivered to the following individual, who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: SWEPI LP 2000 Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Attention: Wxxxx Xxx Email: wxxxx.xxx@xxxxx.xxx Phone: (000) 000-0000 Purchaser’s approval of any action restricted by this Section 7.3 shall be considered granted within 10 days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s notice, but in no event less than 48 hours) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.3, in the event of an emergency, Seller or any member of Seller Group may take such action as reasonably necessary and shall notify Purchaser of such action promptly thereafter. PURCHASER RELEASES SELLER AND EACH MEMBER OF SELLER GROUP FROM ANY LIABILITY FOR SELLER’S OR SELLER GROUP MEMBER’S OWN NEGLIGENCE, INCLUDING SELLER’S OR SELLER GROUP MEMBER’S SOLE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), IN ANY CAPACITY, OR FROM ANY LIABILITY TO PURCHASER EXISTING BY OPERATION OF STATUTE OR UNDER STRICT LIABILITY, ARISING OUT OF, CONNECTED WITH OR RELATED TO, SELLER’S OPERATION, OWNERSHIP OR CONTROL OF THE ASSETS FROM THE EFFECTIVE TIME UNTIL THE CLOSING DATE; PROVIDED, HOWEVER, THIS RELEASE DOES NOT INCLUDE BREACHES OF THE SPECIFIC COVENANTS SET OUT IN THIS SECTION 7.3, AND PURCHASER DOES NOT RELEASE THE RESPECTIVE SELLER FROM THE CONTRACTUAL OBLIGATIONS UNDERTAKEN BY SUCH SELLER IN THIS SECTION 7.3.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec At all times from and Ensec, during the period from after the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company agrees as follows (except as expressly contemplated or permitted by this Agreement, as required by Law or as set forth on Schedule 6.2, or to the Effective Time, Sentech extent that Parent otherwise consents in writing): (a) The Company and its Subsidiaries will shall conduct their operations the Business only in in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business consistent with sound financialpast practices. Further, operational and regulatory practicethe Company shall not, and will shall not permit any of its Subsidiaries to, (i) take no any action which that would materially adversely affect their ability make any representation and warranty of the Company hereunder inaccurate in any material respect at, or as of any time prior to, the Effective Time or (ii) omit to consummate the Transactions. take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time. (b) Without limiting the generality of Section 6.2(a): (i) the foregoingCompany and its Subsidiaries shall use their commercially reasonable efforts to preserve their respective present business organizations, except keep available the services of their respective key officers and employees, maintain their assets and properties in good working order and condition (ordinary wear and tear excepted), maintain insurance on their tangible assets and business in such amounts and against such risks and losses as otherwise expressly provided are currently in this Agreement or except as disclosed effect, preserve their relationships with customers and suppliers and others having significant business dealings with them and comply in all material respects with all Laws applicable to them, and (ii) the Sentech Disclosure ScheduleCompany shall not, prior to the Effective Time, neither Sentech nor and shall not permit any of its Subsidiaries will, without the prior written consent of Sensec and Ensecto: (ai) amend its Charter Documents Certificate of Incorporation or bylaws (or similar organizational documents)Bylaws; (bii) authorize for issuancesplit, issuecombine or reclassify any outstanding shares of its capital stock or repurchase, sell, deliver, grant any options for, redeem or otherwise agree or commit to issue, sell or deliver acquire any shares of its capital stock or declare or pay any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed dividends on the Sentech Disclosure Schedulesuch shares; (ciii) recapitalizeform any subsidiary or acquire any equity interest in any other Person; (iv) issue, splitsell or grant any additional shares of its capital stock or any options, combine warrants, convertible securities, subscription rights, conversion rights, exchange rights or reclassify other Contracts relating to the issuance or sale of 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 than Company Common Stock issued as a result of the terms proper exercise of any such securities; (d) (i) create, incur, assume Company Options 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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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 Company Warrants outstanding as of the date of such action this Agreement; (v) adjust or omission as though made at change the price or otherwise change the terms of any options, warrants or other convertible securities (including the Company Options and the Company Warrants) outstanding as of the date of such action or omissionthis Agreement; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecHERZ, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries Asure will conduct their 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 their its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Asure Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willAsure will not, without the prior written consent of Sensec and EnsecHERZ: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Asure Warrants listed on the Sentech Asure Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Asure Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (i) amend any Sentech Asure Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Asure Benefit Plans disclosed in the Sentech 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Asure Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except From the date hereof through the Closing Date, WPE will conduct the Business at the Acquired Locations in the Ordinary Course, and will make commercially reasonable efforts to maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with either Seller in connection with the Business, maintain in inventory quantities of raw materials, component parts, work in process, finished goods and other supplies and materials in such manner and in such amounts as set forth on Section 10.1 are consistent with past practices, and shall refrain from the following actions in furtherance of the Sentech Disclosure Schedule, and in addition to such restriction (except as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, Agreement) without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuanceBuyer, 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) which shall not be unreasonably withheld: (i) createencumbering, incur, assume selling or permit to exist otherwise disposing of any long-term debt or any short-term debt for borrowed money Purchased Assets other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of businessOrdinary Course; (ii) assumeentering into any Contract, guarantee, endorse waiving any right or otherwise become liable incurring any Liability with respect to the Purchased Assets or responsible (whether directlythe Acquired Locations, 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 disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) acquisition of a material amount of assets or securities, Ordinary Course; (iii) disposition accelerating or Encumbrance of a material amount of assets or securities, discounting any Account other than in the Ordinary Course; (iv) merger modifying or consolidation amending in any material respect or terminating any Assigned Contract; (v) material change in its capitalization; terminating or closing any Acquired Location; (hvi) change causing or permitting to occur any material accounting event, occurrence or Tax procedure omission which, individually or practice; together with other matters, could reasonably be expected to have a Material Adverse Effect; (ivii) take taking any action the taking of which, or knowingly omit to take any action the omission of which, that would cause any of the representations and warranties herein made by Sellers in this Agreement not to fail to be remain true and correct in all material respects as or any of the date of such action conditions set forth in this Agreement not to be satisfied; (viii) settling, releasing or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify forgiving any material claim or litigation not identified or waiving any right thereto that relates to any of the Purchased Assets or the Assumed Liabilities, but excluding any such claim or right that relates solely to any Excluded Asset or Excluded Liability; (ix) other than in the Sentech Disclosure Schedule; or Ordinary Course, (ka) commit materially increasing compensation or agree other benefits payable to do any employee of WPE or (b) entering into any employment or other similar agreement or arrangement providing for compensation or benefits of any kind, or (ix) initiating or participating in any discussions or negotiations to do, or entering into any agreement to do, any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of Buyer shall otherwise consent in writing, such consent to not be unreasonably withheld, conditioned or delayed, between the Sentech Disclosure ScheduleAgreement Date and the Closing Date, as contemplated by this Agreement or as expressly agreed the Management Group shall cause the Company: (a) to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and conduct its Subsidiaries will conduct their operations business only in the ordinary course of business consistent with sound financial, operational and regulatory past practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuanceexcept with respect to the Secondary Transaction, issueto use commercially reasonable efforts ("CRE") to preserve intact its current business organization, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares keep available the services of its capital stock or any other securitiescurrent contractors, other than pursuant employees, and agents and to use CRE to maintain its relations and in accordance good will with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedulesuppliers, customers, landlords, employees, agents, and others with whom it has business relationships; (c) recapitalizeto use CRE to comply with all applicable Laws, splitperform all of its obligations and liabilities without default, combine maintain its corporate existence in good standing in Illinois and its due qualification in good standing in all jurisdictions in which it is so qualified, and maintain all of its books and records in the usual, regular and ordinary manner on a basis consistent with past practices other than due to the short fiscal year arising due to the Transactions; (d) except for the actions described on SCHEDULE 7.4 and the Secondary Transaction, not to make any changes to its organizational documents or reclassify authorized, issued or outstanding capital stock, (ii) not to grant any shares options or other rights to acquire, whether directly or contingently, any of its capital stock; , (iii) not to declare, set aside or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; stock or purchasedirectly or indirectly redeem, redeem retire, purchase or otherwise acquire reacquire any of its or its Subsidiaries' securities or modify shares of capital stock, (iv) not to make any distribution to any of the terms Sellers, and (v) not to sell, rent, lease or otherwise dispose of any such securities; (d) (i) createof its assets, 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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual past practice; (e) not to (i) incur any Indebtedness except borrowing on the line of credit and trade credit, (ii) modify the terms of the ESOP Loan, (iii) make any capital expenditures or commitments for capital expenditures or enter into any capital leases in excess of $25,000 in the aggregate, unless in the ordinary course of business or required pursuant to any Leased Store Contract, or (iv) create or suffer to exist any Liens, other than Permitted Liens; (f) except with respect to the Secondary Transaction, to use CRE to maintain (i) all of the properties used or useful in its business in good operating condition and repair, ordinary wear and tear excepted and (ii) all insurance covering the Company, its employees and Assets in full force and effect with responsible companies, comparable in amount, scope and coverage to that in effect on the Agreement Date; (g) to confer with Buyer concerning operational matters of a material nature, with the exception of any Bids for Leased Store Contracts or pertaining to any Contract or License subject to confidentiality provisions as referred to in Section 4.17(b); (h) to otherwise report to Buyer on a regular basis concerning the status of the business, operations, finances, and any compensation increases to any salaried employee of the Company; (i) except with respect to the Secondary Transaction, not to (i) hire or terminate any employee earning over $60,000 per year, except in the ordinary course of business consistent with past practice ("OCB"), (ii) enter into or established policy amend any employment contract except in the OCB, (aiii) increase in any manner the rate of compensation of payable or to become payable by it to any of its directors, officers or other employees everywhere, employee (except for increases in the ordinary course of business; OCB), (biv) except in the OCB, accrue or pay to or agree to pay to any of its employees any bonus, pensionprofit-sharing, retirement allowancepay, severance insurance, death benefit, fringe benefit or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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 compensation or (v) material change in its capitalization; (h) change amend the terms of any material accounting or Tax procedure or practice; (i) take any action the taking of whichBenefit Plan, or knowingly omit to take any action the omission of which, would cause any of the representations except as expressly required by applicable Law 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 omissionSection 7.11; (j) compromisenot to amend, settle terminate, cancel or otherwise modify compromise any material claim of or litigation not identified in against the Sentech Disclosure ScheduleCompany, or waive any other rights of substantial value; orand (k) commit not to take any affirmative action, or agree fail to do take any reasonable action within its control, as a result of which any of the foregoingchanges or events listed in Section 4.26 would be likely to occur.

Operation of the Business. Except as set forth otherwise described on Section 10.1 of the Sentech Disclosure ScheduleSchedule 5.1, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to hereof until the Effective TimeClosing Date, Sentech Seller shall cause the Company and its Subsidiaries will conduct their operations only to be operated in the regular and ordinary course of business and in a manner consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactionspast practices. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in from the Sentech Disclosure Scheduledate hereof until the Closing Date, prior to Seller shall cause the Effective Time, neither Sentech nor any of Company and its Subsidiaries willSubsidiaries, without the prior written consent of Sensec and EnsecPurchaser, not to: (a) amend its Charter Documents sell or bylaws (propose the sale of any Interests or similar organizational documents)other ownership interests or any class of securities convertible into, or rights, warrants or options to acquire, any such ownership interests or other convertible securities or enter into any agreement with respect to the foregoing; (b) authorize for issuance, issue, sell, deliver, grant any options for, amend its Articles of Organization or otherwise agree Operating Agreement or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Scheduleorganizational documents; (c) recapitalizeacquire by merging or consolidating with, splitor by purchasing a substantial portion of the assets or stock of, combine or reclassify by any shares of its capital stock; declareother manner, set aside any business or pay any dividend corporation, partnership, association or other distribution (whether in cash, stock entity or property or any combination division 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 terms of any such securities; (d) (i) createsell, incurmortgage, assume lease, buy or permit to exist otherwise acquire, transfer or dispose of any long-term debt real or personal property or any short-term debt for borrowed money interest therein, other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect sell, transfer or license any material Intellectual Property Rights; (e) increase the rate of compensation or other incentive or benefit payable or to its Wholly-Owned Subsidiaries become payable to any director, officer or key employee of the Company, or, as to any other employee or agent, other than 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay incentive or agree benefit payable to pay any bonus, pension, retirement allowance, severance or such other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 employeesagent; (f) enter into incur any material agreementindebtedness for borrowed money or purchase money indebtedness or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, commitment or contractother than, except agreementsin each case, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) pay any claim or discharge or satisfy any Lien or pay any obligation or liability other than in the ordinary course of business, authorize, recommend, propose business or announce an intention to authorize, recommend as required by the terms of any instrument evidencing or propose, governing the same 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 capitalizationby the terms hereof; (h) change enter into any material accounting contract other than in the ordinary course of business or Tax procedure or practiceany contract restricting the conduct of the Business in a manner inconsistent with past practice and industry standards; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, that 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;require disclosure under Section 3.7; or (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec Acquiree and Ensecthe Shareholders, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech Acquiror and its Subsidiaries Parent will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactionstransactions required by this Agreement. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries will, Acquiror and Parent will not without the prior written consent of Sensec Acquiree and Ensecthe Shareholders: (a) except as contemplated hereby amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (e) (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Acquiree Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, or (ciii) 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (k) permit any existing insurance policy insuring Parent Assets to terminate; or (kl) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from Between the date of this Agreement and the Closing Date, unless otherwise consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause the Effective Time, Sentech and its Subsidiaries will Company to conduct their operations only the Business in the ordinary course of business in a manner consistent with sound financial, operational past practice and regulatory practiceconfer with Purchaser concerning matters of a material nature. Seller shall, and will take no action which would materially adversely affect their ability shall cause the Company to consummate the Transactionsuse reasonable best efforts to maintain its assets and business organization. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business during the period from the date hereof to the Closing Date, Seller shall cause the Company not (except with the consent of Purchaser) to: (a) incur any Indebtedness for borrowed money or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; guarantee such Indebtedness of another or (iii) make any loans, loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend or issue or sell any Sentech Benefit Plan or (ii) except in the ordinary course debt securities, other than under existing lines of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 credit in the ordinary course of business; (gb) issue or sell or agree to issue or sell any additional equity interests of, or grant, confer or award any options, warrants or rights of any kind to acquire any equity interests of, the Company; (c) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other than business organization or assets comprising a business or make any material investment, either by purchase of stock or other securities, or contribution to capital, in any case, in any material amount of property or assets, in or of any other Person; provided, however, that this clause (c) shall not apply to investments in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or ; (d) enter into any Contract with respect toemployment agreement; (e) change any of the material accounting principles, practices, methods or policies (including but not limited to any reserving methods, practices or policies), except as may be required by Legal Requirement or GAAP (ias appropriate); (f) plan of liquidation alter, amend or dissolution, otherwise change its Organizational Documents; (iig) 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 make any change in its capitalizationannual Tax accounting period; make any change in or adopt any method of Tax accounting; make any amendment of any Tax Returns or filing of any claims for Tax refunds; enter into any closing agreement, Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement; enter into any settlement or compromise of any Tax claim, audit, notice or assessment; extend or waive any statute of limitations period applicable to any Tax claim or assessment or any right to claim a Tax refund; or surrender any offset or other reduction in Tax liability, in each case specific to or affecting the Company; (h) change make any material accounting change in its actuarial, underwriting, claims management, pricing, reserving or Tax procedure or practice;reinsurance practices; or (i) take any action the taking of which, agree in writing or knowingly omit otherwise to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct actions described in all material respects as clauses (a) through (h) of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingthis Section 5.3.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during During the period from the date execution of this Agreement AGREEMENT until the CLOSING DATE, the SELLER shall cause the SPV to the Effective Timeconduct its business in good faith, Sentech in compliance with all applicable laws, regulations and its Subsidiaries will conduct their operations administrative authorizations and only in the ordinary course of business consistent with sound financialbusiness. In particular, operational the SELLER covenants and regulatory practice, and agrees that during such period the SPV will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willnot, without the prior BUYER’s previous written consent of Sensec and Ensecconsent: (a) amend increase or decrease the corporate capital, except for the necessity to meet minimum capital requirements provided for by Italian law by utilizing SELLER’s outstanding trade receivables towards each relevant SPV, for which BUYER’s already expresses its Charter Documents or bylaws (or similar organizational documents)consent; (b) authorize for issuance, issue, sell, deliver, grant issue any options for, debt instruments or otherwise agree execute any notes or commit to issue, sell or deliver any shares other evidences of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Scheduleindebtedness; (c) recapitalizesolicit or cause its representatives to solicit, splitdirectly or indirectly, combine any inquiries or reclassify proposals, participate, directly or indirectly, in any shares negotiations or discussions, or provide, directly or indirectly, any information, concerning the sale of any of the SHARES or of all or any portion of the SPV’ business; (d) cause or permit any material change in the financial condition, properties, assets, obligations, commitments, operations or prospects of the SPV (other than changes in the ordinary course of business) or any other event or condition of any nature that, individually or in the aggregate, has been or will be adverse to the financial condition, properties, assets, obligations, commitments, operations or prospects of the SPV or to its capital stock; business; (e) cause or permit any change in the SPV’s accounting system employed in preparing its previous financial statements; (f) cause or permit the SPV, directly or indirectly, to declare, reserve, set aside aside, or pay any dividend or other distribution (whether in cashdistribution, stock or property cause or permit any split, combination, reclassification, redemption, purchase or other acquisition with respect to any SHARE 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 option to purchase the terms of any such securitiesSHARE; (dg) (i) create, incur, assume cause or permit to exist any long-term debt sale, transfer, or other disposition (including, without limitation, any direct or indirect creation, assumption or permitting of the existence of any mortgage, pledge, deposit, conditional sale, lease or title retention) including, without limitation, any sale, transfer or other disposition between the SPV and the SELLER or any short-term debt for borrowed money company participated by the SELLER, other than under existing notes payable, lines than: 1) purchases of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries materials in the ordinary course of business; (iiand 2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for contingent liabilities arising out of the obligations of any other Person except its Wholly-Owned Subsidiaries endorsement in the ordinary and normal course of the business or as otherwise may be contractually required and disclosed of negotiable instruments in the Sentech Disclosure Schedule; course of collection; (h) cause or (iii) make permit any loansjoint venture, advances merger or capital contributions toconsolidation of the SPV with any other company, or investments in, any other Person except its Wholly-Owned Subsidiariescorporate action by the SPV effecting a complete or partial liquidation or dissolution; (i) amend cause or permit any Sentech Benefit Plan amendment or modification (iior agreement relating thereto) except of the by-laws of the SPV; (j) cause or permit any changes in the ordinary course manner of business consistent with usual practice conducting the SPV business; (k) grant a remuneration, or established policy (a) increase in authorize or pay any manner the rate of compensation of any of its directors, officers bonus or other employees everywherebenefit or cause or permit the SPV to make any loan or advance to any former or current consultants, except for increases in director of the ordinary course of business; SPV; (bl) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate make or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers agreement or other employeescommitment for any expenditures for capital assets and other than for ordinary and routine maintenance and repairs, which maintenance and repair expenditures are not required to be capitalized; (fm) permit or cause the SPV to enter into any material agreementtransaction not disclosed in, commitment or contractcontemplated by, except agreementsthis AGREEMENT (including, commitments without limitation, any contingent obligations of the SPV by way of guaranty, endorsement, indemnity, warranty or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (gotherwise) other than in the ordinary and normal course of the business, authorize, recommend, propose or announce an intention to authorize, recommend or propose; (n) make any payments to, or grant any future benefits to, or transfer any assets to, or assume any liabilities for the benefit of the SELLER; (o) enter into any Contract with respect to, any (i) plan of liquidation agreement 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree commitment to do any of the foregoingactions set out in this Section.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecUniverCell, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries Recall will conduct their its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practiceRecall’s usual business practices, and will not willfully or intentionally take no any action which would materially adversely affect their its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure ScheduleSchedules attached hereto, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willRecall will not, without the prior written consent of Sensec and EnsecUniverCell: (ai) amend its Charter Documents or bylaws Bylaws (or similar organizational documents); (bii) 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 pursuant 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 and in accordance with the terms Effective Date of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleMerger shall not exceed 49,500,000 shares; (ciii) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (div) (iA) 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, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (iiB) 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 disclosed in the Sentech Disclosure Schedulea Schedule attached hereto; or (iiiC) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (iA) amend any Sentech Recall Benefit Plan or (iiB) except in the ordinary course of business consistent with usual practice or established policy (a1) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b2) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Recall Benefit Plans disclosed in the Sentech Disclosure a Schedule hereto or in the ordinary course of business; or (c3) 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; (fvi) 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; (gvii) other than in the 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 (iA) plan of liquidation or dissolution, (iiB) acquisition of a material amount of assets or securities, (iiiC) disposition or Encumbrance of a material amount of assets or securities, (ivD) merger or consolidation or (vE) material change in its capitalization; (hviii) change any material accounting or Tax procedure or practice; (iix) 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; (jx) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; or (kxi) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 7.1 of the Sentech IBAH Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecOmnicare, during the period from the date of this Agreement to the Effective Time, Sentech IBAH and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practicepractice (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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech IBAH Disclosure Schedule, prior to the Effective Time, neither Sentech IBAH nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecOmnicare: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of the IBAH Employee Stock Purchase Plan in the ordinary course of business, the Stock Option Agreement, any Existing Options Options, or Sentech outstanding IBAH Preferred Shares or IBAH Warrants listed on the Sentech IBAH Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume assume, maintain 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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech IBAH Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech IBAH Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases that do not exceed 15%of the base salary or in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech IBAH Benefit Plans disclosed in the Sentech IBAH Disclosure Schedule or in the ordinary course of businessSchedule; 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech IBAH Disclosure Schedule; oror 33 38 (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed otherwise consented to in writing by Sensec and EnsecXxxxx (such consent not to be unreasonably withheld, conditioned or delayed), as required by applicable Law or as required or contemplated by this Agreement, during the period from commencing on the date of this Agreement to and ending at the Effective Time, Sentech and its Subsidiaries will conduct their operations only in Closing or the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action date on which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in is earlier validly terminated pursuant to Article VIII (the Sentech Disclosure Schedule“Pre-Closing Period”), prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecCyclerion shall not: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliverlease, grant any options for, abandon or otherwise agree dispose of or commit to issue, sell or deliver permit any shares of its capital stock or any other securities, Encumbrance (other than pursuant to and in accordance with the terms of Permitted Encumbrances) on any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) Purchased Asset except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; past practice; (b) pay (A) enter into, extend, modify, amend, terminate or agree renew under any Assumed Contract (or any Contract that would be an Assumed Contract if entered into prior to pay the date hereof) or (B) knowingly take, or fail to take, any bonusaction that would constitute a breach, pensionviolate the terms, retirement allowanceconditions or provisions of, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed result in the Sentech Disclosure Schedule a default under, or in the ordinary course give to others any rights of business; termination, amendment, acceleration or cancellation of any Assumed Contract; (c) amendsell, license or otherwise dispose of any Purchased Intellectual Property, and shall maintain in full force and effect issuances and registrations included in the Purchased Intellectual Property and enforce its rights in and to such Purchased Intellectual Property; (d) except as otherwise expressly permitted or required under this Agreement, terminate or materially modify the Purchased Programs; (e) terminate any Employee without cause, increase or promise to increase the compensation or benefits of any Employee or grant any new compensation or benefits to, or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directorscontrol, officers bonus, retention or other employeessimilar agreement or arrangement with, any Employee excluding the entrance into any consulting agreements with the Specified Employees for consulting services following the Closing as contemplated by Section 6.5(a); (f) enter into any material agreementliquidate, commitment dissolve, reorganize or contract, except agreements, commitments or contracts for otherwise wind up the purchase, sale or lease business and operations of goods or services in the ordinary course of business;Cyclerion; or (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) 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; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of whichagreement, or knowingly omit to take any action the omission of whichotherwise become obligated, 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingaction prohibited by Section 6.1(a)-(f).

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement with respect to the Effective TimeExcluded Assets, Sentech until the Closing, Seller shall cause BGC to conduct the Business, and operate and maintain its Subsidiaries will conduct their operations only asset, in the ordinary course of business business, consistent with sound financialpast practices, operational keep the books and regulatory practicerecords of BGC in accordance with past practices, maintain all of its existing insurance coverage, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any pay all of its Subsidiaries willtrade payables and other obligations on a timely basis. Seller will not, and shall cause BGC not to, without the prior written consent approval of Sensec and EnsecBuyer (which approval shall not be unreasonably withheld, delayed or conditioned) or as otherwise contemplated by this Agreement, take any of the following actions with respect to BGC: (a) amend its Charter Documents the BGC certificates of incorporation, or bylaws bylaws, or issue or agree to issue any additional shares of stock (or similar organizational documentsother equity interests) of any class or series, or any securities convertible into or exchangeable or exercisable for stock (or other equity interests), or issue any options, warrants or other rights to acquire any capital stock (or other equity interests); (b) authorize for issuance, issue, sell, deliver, grant any options for, transfer or otherwise agree dispose of or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify encumber any of the terms assets of any such securities; (d) the Business other than (i) 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, or (ii) with respect regard to its Wholly-Owned Subsidiaries the Excluded Assets; (c) cancel any debts or waive any material claims or rights pertaining to the Business, except as otherwise set forth in this Agreement; (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 BGC; (e) make or change any material Tax elections (except as required by Law), or settle or compromise any material Tax liability; (f) enter into any employment agreement; (g) 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 BGC; (h) make any capital expenditure or make any commitment to make any capital expenditure in excess of $20,000, other than (i) to repair, maintain or replace any assets, properties or facilities 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make as may be necessary to maintain or restore safe operations of the Business or respond to any loans, advances catastrophe or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariesemergency situation; (i) amend declare or pay any Sentech Benefit Plan dividend (other than cash dividends) with respect to the securities of BGC Stock; (j) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other restructuring; (iik) pledge or mortgage the assets of the Business or otherwise cause or permit a Lien to exist against the assets of the Business; (l) effect any split, combination or reclassification of the securities of BGC Stock; (m) redeem, repurchase or otherwise acquire, directly or indirectly, any securities of BGC Stock; (n) acquire any interest or otherwise make any investment in any other Person, or enter into any joint venture, partnership or similar arrangement; (o) knowingly allow any material Permits held by BGC to terminate or lapse; (p) enter into any agreement or amend, modify or terminate any Disclosed Contract or Permit to which BGC is a party or by which any of its respective assets are bound, except in the ordinary course of business consistent with usual practice past practices or established policy except as otherwise contemplated in this Agreement; or (aq) (i) amend or establish any Seller Plan with respect to the Business Employees, (ii) pay, or incur any obligation for any payment of, any contribution or other amount to, or with respect to, any Benefit Plan, except in the ordinary course of plan administration or funding, (iii) pay any non-ordinary course bonus to, make any loan, pay or transfer any assets to, or grant any increase in the compensation of, any manner Business Employee, except in the rate ordinary course of compensation of plan administration, or any of its directors, officers or other employees everywhere, except for increases relating to the Business or (iv) make any increase in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule benefits of any Business Employee 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 employeesemployees relating to the Business, except to the extent required by Disclosed Contract or Law; (fr) enter into any material agreementagree, commitment whether in writing or contractotherwise, 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing; provided, however, that nothing in this Section 6.1 shall preclude Seller from obtaining the consent of any third party required in connection with the transactions contemplated by this Agreement.

Operation of the Business. Except (a) During the Pre-Closing Period: except (A) as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by required under this Agreement or as expressly agreed required by applicable Laws, (B) any action or omission taken, pursuant to Pandemic Measures (in writing by Sensec and Enseceach case, during the period from the date of this Agreement after written notice to and, to the Effective Timeextent practicable under the circumstances, Sentech good faith consultation with, Parent), (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2(a) of the Company Disclosure Letter, the Company shall use its reasonable best efforts to (i) conduct in all material respects its business 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 (ii) preserve intact the Transactions. Without limiting the generality material components of the foregoingcurrent business organization of the Company, except as otherwise expressly provided in this Agreement or except as disclosed in including by using its reasonable best efforts to keep available the Sentech Disclosure Scheduleservices of current officers and key employees and maintaining their relations and goodwill with all material suppliers, prior licensors, material customers, Governmental Bodies and other material business relations (it being agreed that with respect to the Effective Timematters specifically addressed and permitted by any provision of Section 6.2(b), neither Sentech nor any such specific provisions shall govern over the more general provision of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documentsthis Section 6.2(a);). (b) authorize for issuanceDuring the Pre-Closing Period, issue, sell, deliver, grant any options for, except (i) as required or otherwise agree expressly contemplated under this Agreement or commit to issueas required by applicable Laws, sell (ii) any action or deliver any shares of its capital stock or any other securities, other than omission taken pursuant to and Pandemic Measures (in accordance each case, after written notice to and, to the extent practicable under the circumstances, consultation with, Parent), (iii) with the terms written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 6.2(b) of the Company Disclosure Letter, the Company shall not: (i) amend or permit the adoption of any Existing Options or Sentech Warrants listed on amendment to the Sentech Disclosure ScheduleCompany’s certificate of incorporation and bylaws; (cii) recapitalize(A) establish a record date for, splitdeclare, combine or reclassify any shares of its capital stock; declareaccrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (whether in cashincluding the Company Common Stock) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock or property (including any Company Common Stock), or any combination thereof) in respect rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions in a manner consistent with past practice of Shares outstanding as of the Agreement Date pursuant to the Company’s obligation (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; (2) repurchases in a manner consistent with past practice of Company Stock Awards (or purchase, redeem shares of capital stock issued upon the exercise or otherwise acquire any of its or its Subsidiaries' securities or modify any of vesting thereof) outstanding on the Agreement Date (in cancellation thereof) pursuant to the terms of any such securitiesCompany Stock Award (in effect as of the Agreement Date) between the Company and a Company Associate only upon termination of such Person’s employment or engagement by the Company; or (3) in connection with withholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards; (diii) split, combine, subdivide or reclassify any Shares or other equity interests; (iiv) createissue, incursell, assume grant, deliver, pledge, transfer, encumber or permit authorize the issuance, sale, grant delivery, pledge, transfer or encumbrance of any Company Equity Securities (except that (A) the Company may issue Shares as required to exist be issued upon the exercise of Company Options and vesting of the Company RSU Awards or Company PSU Awards that are outstanding as of the date of this Agreement, in each case, pursuant to their existing terms, and (B) the Company may issue Company Stock Awards to new hires who were offered Company Stock Awards as part of offer letters that were executed prior to the Agreement Date; provided that no such issuances shall be made following January 3, 2023); (v) except as expressly contemplated by Section 3.8, (A) establish, adopt, enter into, terminate, amend or modify any long-term debt Employee Plan (or any short-term debt for borrowed money other than under existing notes payableplan, lines program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the Agreement Date), (B) amend or waive any of credit 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), (C) grant any Company Associate any increase in compensation, wages, bonuses, incentives, severance pay or other credit facilities or in the ordinary course of businesscompensation, or pension or other benefits, or pay any bonus to, or grant any loan to, any Company Associate, except that the Company may (1) in connection with respect its annual review of compensation, provide increases in annual base salaries and wages (and any corresponding increases in target cash bonus opportunities) to its Wholly-Owned Subsidiaries in the ordinary course Company Associates with annual base compensation of business; (ii) assume, guarantee, endorse $200,000 or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries less in the ordinary course of business or as otherwise may be contractually required provided in an Employee Plan, and disclosed (2) pay annual or quarterly cash bonus and sales commissions pursuant to Employee Plans for all or any portion of calendar year 2022 that was in effect prior to the date of this Agreement, in each case, in the Sentech Disclosure Scheduleordinary course of business, (D) grant any equity awards, change in control, severance or entitlements to termination pay (or any increase thereof), (E) change any actuarial or other assumption used to calculate funding obligations with respect to any Employee Plan, enter into any trust, annuity or insurance Contract or similar agreement with respect to any Employee Plan other than in the ordinary course of renewing such Contract or similar arrangement, or change the manner in which contributions to any Employee Plan are made or the basis on which such contributions are determined or (F) take any action to fund, accelerate the time of payment or vesting or in any other way secure the payment of compensation or benefits under any plan, agreement, contract or arrangement with any Company Associate or any Employee Plan (or any award thereunder); (vi) (A) enter into any change-of-control, retention, employment, severance, consulting or other material agreement with any Company Associate, (B) hire any Company Associate with an annual compensation in excess of $200,000, other than to replace a departed Company Associate with substantially similar compensation and terms as applied to the departed Company Associate or (C) terminate or furlough any Company Associate other than for cause; (vii) form any Subsidiary, acquire any equity interest in any other Entity or enter into any joint venture, partnership, collaboration or similar arrangement; (viii) make or authorize any capital expenditure, except that the Company may make capital expenditures (A) that are 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 (iiiB) solely for purposes of maintaining, repairing or replacing equipment used in the manufacturing process, that do not exceed $250,000 individually or $1,000,000 in the aggregate during any fiscal quarter; (ix) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse, transfer, assign, guarantee, mortgage or otherwise subject to any material Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property (other than Company IP, which is the subject of Section 6.2(b)(xvii)), except, in the case of any of the foregoing, (A) 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 or (C) capital expenditures permitted under Section 6.2(b)(viii); (x) lend money or make any loans, advances or capital contributions to, or advances to or make investments in, any other Person Person, or incur or guarantee any Indebtedness, except its Whollyfor (A) short-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except term borrowings, of not more than $250,000 in the aggregate, incurred in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (cB) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or advances to employees and consultants for travel and 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 business-related expenses in the ordinary course of business; (gxi) except as required by applicable Law: (A) make, change or revoke any material Tax election; (B) adopt, change or request to change any method of Tax accounting or period; (C) consent to the extension or waiver of the statutory period of limitations applicable to any material amount of Tax (other than pursuant to an automatic extension of the due date for filing a Tax Return); (D) settle or compromise any material Tax liability or surrender any right to claim a material Tax refund; (E) request any Tax ruling; (F) fail to pay any material Taxes that are due and payable, other than Taxes contested in good faith by appropriate proceedings and for which appropriate reserves have been established in the consolidated financial statements of the Company; (G) prepare any material Tax Return in a manner which is inconsistent with past practice; or (H) take any action that would reasonably be expected to result in a material increase in the Tax liability of the Company; (xii) settle, release, waive or compromise any Legal Proceeding, other than those involving de minimis amounts in controversy; provided that any such settlement, release, waiver or compromise does not contain any (A) admission of wrongdoing or product liability or (B) obligation or limitations on the Company’s conduct; provided, further, that for the avoidance of doubt, any such settlement, release, waiver or comprise of Legal Proceedings involving the incurrence by the Company or its successors of payment liabilities maturing more than one year after the Agreement Date shall not be deemed Legal Proceedings “involving de minimis amounts in controversy” for purposes of this clause (xii); (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 plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xvi) make any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable Law; (xvii) (A) assign, sell, lease, license, dispose, cancel, abandon, grant rights to or fail to renew, maintain or diligently pursue applications for, or defend, any Company IP, other than pursuant to any non-exclusive license agreement entered into in the ordinary course of business, authorizeor (B) disclose to any third party, recommend, propose other than under a confidentiality agreement or announce an intention to authorize, recommend or propose, or enter into any Contract with respect torepresentatives of Parent, any trade secrets included in the Company IP; (ixviii) plan enter into, amend or modify in any material respect, waive any rights under, terminate, replace or release, settle or compromise any material claim, liability or obligation under any Material Contract outside of liquidation or dissolution, the ordinary course of business; (iixix) 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) make any material change in its capitalization; (h) change any material accounting or Tax procedure to the regular price, credit or practice; (i) take any action distribution policies of the taking of whichCompany Product, or knowingly omit engage in any other activity or practice not consistent with past practice, that would reasonably be considered “channel stuffing”, “trade loading” or that reasonably would be expected to take any action result in an increase, temporary or otherwise, in the omission of which, would cause any demand for inventories of the representations and warranties herein to fail to be true and correct in all material respects as of Company Product but not the date use of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Scheduleinventory; or (kxx) commit authorize any of, or agree or commit to do take, any of the foregoingactions described in clauses (i) through (xix) of this Section 6.2(b). (c) Nothing contained herein shall give to Parent or Purchaser, directly or indirectly, rights to control or direct the operations of the Company prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, 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 the terms and conditions hereof, complete control and supervision of its and its Subsidiaries’, as applicable, respective operations.

Operation of the Business. Except Unless Black Box shall otherwise agree in writing and except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as expressly contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAgreement, during the period from the date of this Agreement Pre-Closing Period, Platinum shall cause each Company and each Subsidiary to the Effective Time, Sentech and conduct its Subsidiaries will conduct their operations only businesses in the ordinary course of business and consistent with sound financialpast practice and shall cause each Company and each Subsidiary to use commercially reasonable efforts to preserve intact its business organization, operational to keep available the services of its employees and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactionsmaintain its relationships with all persons with whom it does business. Without limiting the generality of the foregoing, except Platinum shall take such action as otherwise expressly provided in this Agreement necessary to ensure that no Company or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries Subsidiary will, without the prior written consent of Sensec and Ensec: (a) amend or propose to amend its Charter Documents or bylaws (or similar organizational documents)Organizational Documents; (b) authorize for issuance, issue, grant, sell, deliverpledge, grant any options for, dispose of or otherwise agree or commit propose to 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 deliver any shares of its of, the membership or partnership interests or capital stock or any other securities, other than pursuant to and in accordance with the terms securities of any Existing Options Company or Sentech Warrants listed on any Subsidiary, including, but not limited to, any securities convertible into or exchangeable for any interests in or shares of, the Sentech Disclosure Schedulemembership or partnership interests or capital stock or other securities of any Company or any Subsidiary; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incurincur or assume any indebtedness for borrowed money, assume or permit (ii) refinance existing obligations on terms that are less favorable to exist any long-term debt Company or any short-term debt for borrowed money other Subsidiary than under the existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of businessterms; (iiiii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries Person; (iv) make any capital expenditures in the ordinary course excess of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or $250,000, (iiiv) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (iother than to another Company or to a Subsidiary and customary travel, relocation or business advances to employees); (vi) amend acquire the stock or assets of, or merge or consolidate with, any Sentech Benefit Plan other person; (vii) voluntarily incur any material liability or obligation (iiabsolute, accrued, contingent or otherwise) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required liabilities and obligations under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or contracts entered into in the ordinary course of business; or (cvii) amendsell, terminate 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 a whole; (d) increase the compensation of any of its officers or employees or enter into 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, change deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in control respect of, any owner, shareholder, officer, director, other employee, agent, consultant or similar affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement, other than as required by law and increases in the salaries or arrangements with any wages of its directorspresent employees (other than executives, officers and 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 other employeesa Subsidiary after the Closing to be transferred to a Platinum deferred compensation plan in accordance with all applicable legal requirements; (e) make or rescind any material Tax election or settle or compromise any material Tax liability of any Company or of any Subsidiary; (f) enter into (i) commence any legal proceeding or settle any legal proceeding other than the Active Litigation, or (ii) pay, discharge or satisfy any material agreementclaims, commitment liabilities or contractobligations (absolute, except agreementsaccrued, commitments asserted or contracts for unasserted, contingent or otherwise), other than the purchasepayment, sale discharge or lease satisfaction of goods claims, liabilities or services obligations either (A) reflected or reserved against in the Financial Statements or (B) 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, adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any Contract with respect toagreement relating to an acquisition or disposition of any Company, any (i) plan Subsidiary or any 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 capitalizationthe Assets; (h) change permit any material accounting insurance policy naming it as a beneficiary or Tax procedure a loss payable payee to be cancelled or practiceterminated without notice to Black Box; (i) take enter into any action agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the taking ability of which, any Company or knowingly omit any Subsidiary to take compete with or conduct any action the omission business or line 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 omissionbusiness; (j) compromiseplan, settle announce, implement or otherwise modify effect any material claim reduction in force, lay-off, early retirement program, severance program or litigation other program or effort concerning the termination of employment of employees of any Company or any Subsidiary generally; (k) take any action that could be reasonably expected to result in any of the conditions set forth in Articles 7 or 8 not identified being satisfied; (l) take any action that could reasonably be expected to require any Company or any Subsidiary to become obligated to pay any severance due to a change-in-control or similar provision in the Sentech Disclosure Scheduleany contract; or (km) bid, make any proposal to obtain, agree, commit or agree execute any contract to do perform or to provide any product or service in connection with the E-Rate Program. The Company shall, and the Company shall cause each Subsidiary to, use its reasonable best efforts to comply in all respects with all Laws applicable to it or any of its properties, assets or business and maintain in full force and effect all the foregoingpermits necessary for, or otherwise material to, such business.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec Acquiree and Ensecthe Shareholders, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech and its Subsidiaries Acquiror will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactionstransactions required by this Agreement. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedulerelated Schedules, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries will, Acquiror will not without the prior written consent of Sensec Acquiree and Ensec: the Shareholders: (a) amend its Charter Documents or bylaws (or similar organizational documents); ; (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; ; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; Person; (e) (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Acquiree Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, or (ciii) 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) 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; ; (h) change any material accounting or Tax procedure or practice; ; (i) 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; ; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; or (k) commit permit any existing insurance policy insuring Acquiror Assets to terminate; or (l) commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecHarmony, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries Nixxo will conduct their 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 their its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Nixxo Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willNixxo will not, without the prior written consent of Sensec and EnsecHarmony: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and as described in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedulethis Agreement; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Nixxo Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (i) amend any Sentech Nixxo Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Nixxo Benefit Plans disclosed in the Sentech Nixxo 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Nixxo Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except (a) Until the Closing, except as set forth on expressly contemplated, permitted or required by this Agreement, as described in Section 10.1 5.2 of the Sentech Seller Disclosure Schedule, as contemplated by this Agreement Schedule or as expressly agreed otherwise consented to in writing by Sensec and Ensecthe Purchaser (which consent will not be unreasonably withheld, during conditioned or delayed), the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practiceSellers will, and will take no action which would materially adversely affect cause the Selling Affiliates and the Acquired Companies to, conduct the Business in the Ordinary Course of Business in all material respects, use their ability commercially reasonable efforts to consummate keep available the Transactions. services of the Employees and to preserve the Business’ relationships with its customers and others doing business with it. (b) Without limiting the generality of the foregoingforegoing clause (a), from the date hereof until the Closing, except as expressly contemplated, permitted or required by this Agreement, as described in Section 5.2 of the Seller Disclosure Schedule or as otherwise expressly provided consented to in this Agreement writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or except as disclosed in delayed), the Sentech Disclosure ScheduleSellers will not, prior to the Effective Time, neither Sentech nor and will not cause or permit any of its Subsidiaries will, without the prior written consent of Sensec and EnsecSelling Affiliate or Acquired Company to: (ai) amend its Charter Documents the articles of incorporation or bylaws or other applicable charter or organizational documents of (A) any Acquired Company or similar organizational documents)(B) any Selling Affiliate in a manner that could be expected to delay or otherwise interfere with the consummation of the transactions contemplated by this Agreement; (bii) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any pledge additional shares of its the capital stock of any Acquired Company (or securities convertible into any such shares), or any options, warrants or rights to acquire any such shares or other convertible securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (ciii) 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 any of its outstanding shares or its Subsidiaries' other equity securities or modify any of the terms of any such securitiesAcquired Company; (div) (i) create, incur, assume or permit to exist incur any long-term debt or any short-term debt Indebtedness for borrowed money of any Acquired Company (other than under existing notes payablefrom another Acquired Company) or that constitutes an Assumed Liability, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) each case other than in the ordinary course Ordinary Course of businessBusiness; (v) place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets, authorizethe Shares or the assets of the Acquired Companies (other than Retained Assets); (vi) sell, recommendtransfer or otherwise dispose of any of the Purchased Assets or any of the assets of the Acquired Companies, propose other than inventory in the Ordinary Course of Business and Retained Assets; (vii) acquire, by merger or announce an intention to authorizeconsolidation with, recommend or proposeby purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, by any Acquired Company or which would constitute a Purchased Asset or Assumed Liability, or enter into any Contract with respect tojoint venture, partnership or other similar arrangement for the conduct of the Business; (viii) change the remuneration, benefits or other material terms of employment of any Employee, other than (i) plan of liquidation or dissolutionas required by Law, (ii) acquisition pay rises in the Ordinary Course of a material amount Business (provided any such pay rise is not in excess of assets 3% of the applicable employee’s compensation) or securities, (iii) disposition or Encumbrance to satisfy a contractual commitment existing prior to the date of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalizationthis Agreement; (hix) change (A) hire or terminate (1) any material accounting Employee with an annual base salary of more than U.S.$100,000, or Tax procedure (2) more than five Employees with an annual base salary less than U.S.$100,000, or practice(B) transfer any employee into, or any Employee out of, any Acquired Company or Asset Selling Affiliate, except as contemplated by this Agreement; (x) enter into, extend, terminate, amend, fail to renew or modify in any material respect, any (A) Material Contract, (B) Seller Plan or (C) Lease, in each case except in the Ordinary Course of Business; (xi) pay, discharge, satisfy, settle or waive, outside the Ordinary Course of Business, any Proceedings or Liabilities in excess of $100,000 in any one case with respect to the Business (other than Indebtedness or Intercompany Accounts); (xii) initiate any Proceeding, except where the amount in controversy does not exceed $25,000 and does not involve injunctive or other equitable relief; (xiii) to the extent not otherwise required by Law, prepare or file any Tax Return of an Acquired Company inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xiv) make any change (other than due to changes in GAAP or as consistently applied by the Sellers throughout their corporate group) in the accounting policies applied in the preparation of the Financial Statements; (xv) declare or pay any dividends on or make any other distributions (whether in cash, shares or property); provided, however, that the Sellers may make, pay or distribute Cash and intercompany receivables other than any such Cash required to comply with the Sellers’ obligations pursuant to Section 5.2(a) hereof; or (xvi) (i) agree in writing to take any action of the taking of whichforegoing actions, (ii) intentionally take or knowingly omit agree to take any action the omission of which, would cause which could reasonably be expected to render any of the Sellers’ representations and warranties herein to fail to contained in this Agreement untrue or inaccurate such that the condition set forth in Section 6.1(a) of this Agreement would not be true and correct in all material respects as of the date of such action satisfied, or omission as though made at and as of the date of such action or omission; (jiii) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit intentionally take or agree to do take any action which could reasonably be expected to prevent the Sellers (or any Selling Affiliate) from performing, or cause the Sellers (or any Selling Affiliate) not to perform, one or more covenants required hereunder to be performed by the Sellers (or any Selling Affiliate) such that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied. (c) Notwithstanding the foregoingother provisions of this Section 5.2, the Sellers may cause the Reorganization (and all actions necessary for, or incidental to, the Reorganization) to occur prior to Closing in accordance with Section 5.11, and such Reorganization (or action) will not be considered a breach of Sections 5.2(a) or 5.2(b), or any other provision of this Agreement.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from From the date of this Agreement until the Closing occurs, Seller will continue to operate the Effective Time, Sentech and its Subsidiaries will conduct their operations only Assets in the ordinary course of business consistent and in compliance with sound financialall applicable Laws, operational and regulatory practiceincluding, without limitation, Environmental Laws, and will take no action which would materially adversely affect their ability to consummate in compliance with all Basic Documents. From the Transactions. Without limiting the generality of the foregoingdate hereof until Closing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecSeller agrees not to: (a) amend expend any funds in excess of [REDACTED]* per operation or per well, or make any commitments to expend funds in excess of [REDACTED]* per operation, or otherwise incur any other obligations or liabilities, other than in the ordinary course of business and as would a prudent operator, except in the event of an emergency requiring immediate action to protect human health or safety, prevent environmental contamination, or to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest, which shall not include drilling a well unless Purchaser has expressly provided its Charter Documents or bylaws (or similar organizational documentsprior written consent thereto); (b) authorize for issuanceexcept where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest (in either case, issueSeller must seek Purchaser’s prior written consent thereto), sell, deliver, grant propose the drilling of any options foradditional xxxxx, or otherwise agree propose the deepening, plugging back or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms reworking of any Existing Options existing xxxxx, or Sentech Warrants listed on propose the Sentech Disclosure Scheduleabandonment of any xxxxx relating to the Oil and Gas Interests (and Seller agrees that it will advise and consult with Purchaser with respect to any such proposals made by third parties); (c) recapitalizesell, splittransfer, combine abandon or reclassify burden 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 portion of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money Assets other than under existing notes payable, lines by sales and dispositions of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries Hydrocarbons in the ordinary course of business and items of materials, supplies, Equipment, improvements or as otherwise may be contractually required and disclosed in other personal property or fixtures forming a part of the Sentech Disclosure Schedule; Assets that have become obsolete or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiariesunusable for which replacement equipment has been obtained; (id) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control new contract or similar agreements or arrangements with materially amend any contract that will constitute part of its directors, officers or other employeesthe Assets; (e) fail to maintain any Governmental Authorization affecting the Assets; (f) enter into any settlement of any material agreement, commitment issues with respect to any assets or contract, except agreements, commitments audit or contracts other administrative or judicial proceeding with respect to Taxes for the purchase, sale or lease of goods or services in the ordinary course of business;which Purchaser may have liability; or (g) other than in reduce or terminate Seller’s existing insurance coverage for the ordinary course Assets. Requests for approval 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; (h) change any material accounting or Tax procedure or practice; (i) take any action restricted by this Section 3 shall be delivered to the taking following individual, who shall have full authority to grant or deny such requests for approval on behalf 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.Purchaser:

Operation of the Business. Except (i) as set forth on in Section 10.1 7.1 of the Sentech Sellers Disclosure Schedule, (ii) as otherwise contemplated by this Agreement or (iii) as expressly agreed otherwise consented to in writing by Sensec and EnsecBuyer, during the period such consent not to be unreasonably withheld, from the date Execution Date until the Closing, the Sellers shall cause the Company to: (a) operate the Business in the ordinary course consistent with past practice; (b) operate the Business in accordance with all applicable Laws in all material respects; (c) use commercially reasonable efforts to preserve substantially intact its business organization, and to preserve existing beneficial relationships with agents, lessors, suppliers, customers and employees, subject to the effects of the announcement of the transactions contemplated by this Agreement and Buyer’s stated plans for the Business; (d) not offer, sell, issue, transfer, pledge or grant, or authorize the offering, sale, issuance, transfer, pledge or grant of, any capital stock or other equity interests of the Company or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities or securities containing profit participation features; (e) not acquire, whether by merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association or other business organization or division thereof; (f) not adopt any amendments to the Effective Timeits Governing Documents; (g) not incur any obligations for borrowed money or purchase money Debt, Sentech and its Subsidiaries will conduct their operations only whether or not evidenced by a note, bond, debenture or similar instrument (nor enter into any guarantees with respect to such Debt) except (i) trade debt incurred in the ordinary course of business consistent with sound financial, operational and regulatory practice, and which will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed be included in the Sentech Disclosure Schedulecalculation of Adjusted Net Working Capital, (ii) borrowings under the Company’s revolving credit facility that will be paid in full at or prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without Closing and (iii) other Debt that will be paid in full at or prior to the prior written consent of Sensec and Ensec:Closing; (ah) amend its Charter Documents not destroy any books or bylaws records of the Company or otherwise related to the Business, or remove the books and records located at the Company’s principal executive offices except in accordance with the Company’s record retention policy; (i) promptly notify Buyer of any material change in the Business or similar organizational documentsthe Physical Assets; (j) not enter into any contract, agreement or other arrangement that would have been a Material Contract if it would have been in effect on the Execution Date; provided, that for purposes of this Section 7.1(j), (A) with respect to contracts, agreements or arrangements that provide for future payments to the Company, $2,000,000 thresholds shall be substituted for the $100,000 thresholds set forth in Section 5.8(a)(vi) or Section 5.8(a)(vii) and (B) with respect to contracts, agreements or arrangements that provide for future payments by the Company, $1,000,000 thresholds shall be substituted for the $100,000 thresholds set forth in Section 5.8(a)(vi) or Section 5.8(a)(vii); (bk) authorize for issuancenot amend, issue, sell, deliver, grant modify or terminate any options forMaterial Contract, or otherwise agree waive, release or commit assign any material rights, Claims or benefits of the Company under any Material Contract or enter into any derivative, option, hedge or futures contracts; provided, that for purposes of this Section 7.1(k), $1,000,000 thresholds shall be substituted for the $100,000 thresholds set forth in Section 5.8(a)(vi) or Section 5.8(a)(vii); (l) not mortgage or pledge any of its material properties or subject them to issueany Lien, sell except Permitted Liens or deliver in the ordinary course of business; (m) not discharge or satisfy any material Lien or pay any material obligation or liability, other than obligations and liabilities paid in the ordinary course of business; (n) not declare, set aside or make any payment or distribution of cash or other property to any of its stockholders with respect to such stockholder’s capital stock or otherwise, or, except as provided in Section 2.6 or as otherwise may be required under the Repurchase Agreements and related documents, purchase, redeem or otherwise acquire any shares of its capital stock or other equity securities (including any warrants, options or other securities, rights to acquire its capital stock or other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Scheduleequity); (co) recapitalizenot sale, splitassign, combine or reclassify any shares of its capital stock; declaretransfer, set aside or pay any dividend or other distribution (whether in cashlease, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem license or otherwise acquire encumber any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) createPhysical Assets, 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 except in the ordinary course of business; (p) not sale, assign, transfer, lease, license, sublicense or otherwise encumber any material Intellectual Property rights, or with respect abandon or permit to its Wholly-Owned Subsidiaries lapse any material Intellectual Property rights; (q) not make or grant any bonus or any wage or salary increase to any employee or group of employees, other than (i) pursuant to contracts entered into prior to the Execution Date and previously made available to Buyer or (ii) the hiring of new or replacement employees in the ordinary course of business; ; (iir) assumenot make or grant any increase in any Company Plan, guaranteeor amend or terminate any Company Plan or adopt any new Benefit Plan or enter into, endorse amend or otherwise become liable terminate any collective bargaining agreement or responsible other employment agreement, except as required by Law; (s) not make capital expenditures or commitments therefor in excess of $100,000 other than in accordance with the Company’s capital expenditure budget for the current fiscal year; (t) not delay or postpone the payment of any material accounts payable or commissions or any other material liability or agree or negotiate with any party to extend the payment date of any material accounts payable or commissions or any other material liability or accelerate the collection of (or discount) any material accounts or notes receivable; (u) not make any charitable contributions or pledges or make any political contributions exceeding $10,000 and for which such amounts will not have been paid in full and satisfied prior to the Closing; (v) not make any change in any method of accounting or accounting policies or make any write down in the value of its Inventory that is material or that is other than in the usual, regular and ordinary course of business or reverse any material accruals (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries not in the ordinary course of business or consistent with past practice), except as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; by GAAP or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesLaw; (iw) amend not take any Sentech Benefit Plan action or fail to take any action that has the effect of accelerating to pre-Closing periods sales to customers or other revenues, individually or in the aggregate, in excess of $500,000 that would otherwise be expected to take place or be incurred after the Closing; (iix) not make any loans or advances to any Persons except in the ordinary course of business consistent with usual practice past practice; (y) not (i) make or established policy change any Tax election, (aii) increase in change an annual Tax accounting period, (iii) adopt or change any manner the rate of compensation of any of its directorsTax accounting method, officers or other employees everywhere, except for increases in the ordinary course of business; (biv) pay or agree fail to pay any bonusTax when it becomes due and payable, pension(v) file any amended Tax Return, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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; (fvi) enter into any material closing agreement, commitment (vii) settle any Tax claim or contractassessment, except agreements(viii) surrender any right to claim a refund of Taxes, commitments (ix) consent to any extension or contracts waiver of the limitation period applicable to any Tax claim or assessment or (x) take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such other election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing (other than by an immaterial amount) the Tax liability of the Company for any period ending after the purchase, sale Closing Date or lease decreasing (other than by an immaterial amount) any Tax attribute of goods or services in the ordinary course of businessCompany existing on the Closing Date; (gz) other than in not implement any layoffs implicating 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 WARN Act; or (vaa) material change in its capitalization; (h) change any material accounting not agree, resolve or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingactions prohibited in Section 7.1(d) through (h) or (j) through (z) that would, or the effects of which would, survive the Closing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAsure, during the period from the date of this Agreement to the Effective Time, Sentech HERZ 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech HERZ Disclosure Schedule, prior to the Effective Time, neither Sentech HERZ nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecAsure: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options existing HERZ options or Sentech Warrants warrants listed on the Sentech HERZ Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech HERZ Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech HERZ Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech HERZ Benefit Plans disclosed in the Sentech HERZ 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech HERZ Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from Between the date of this Agreement hereof and the Closing Date, Sorin Biomedica agrees to, and to cause the Selling Parties and the NewCos to, comply with the following operating actions and procedures with respect to the Effective TimeIn Vitro Business unless Buyer shall otherwise consent in writing, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement consent shall not be unreasonably withheld or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensecdelayed: (a) amend its Charter Documents or bylaws (or similar organizational documents)operate and maintain the In Vitro Business in substantially the same way as heretofore operated and maintained; (b) authorize for issuancerefrain from making any purchase, issue, sell, deliver, grant sale or disposition of any options for, asset or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, property other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect from purchasing any capital asset costing more than Lit. 100.000.000, except to its Wholly-Owned Subsidiaries the extent reasonably necessary in carrying out the business in the ordinary course course, and from mortgaging any of business; (ii) assumethe Stated Assets and Liabilities, guaranteeand from pledging, endorse subjecting to a lien or otherwise become liable or responsible (whether directly, contingently or otherwise) for encumbering any of the obligations of any other Person except its Wholly-Owned Subsidiaries assets included in the ordinary course of business or as otherwise may be contractually required Stated Assets and disclosed in the Sentech Disclosure Schedule; or (iii) make any loansLiabilities, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directorsbut not for borrowed money), officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except such as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or deposits on certain contracts; (c) amendrefrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, terminate and from incurring any other fixed or enter into any employment, consulting, severance, change in control contingent obligations or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, liabilities except agreements, commitments or contracts for the purchase, sale or lease of goods or services those that are incurred in the ordinary course of business; (d) refrain from making any change or incurring any obligation to make a change in the NewCos' articles of incorporation or by-laws or authorized or issued capital stock, except to the extent contemplated hereby (including changing the name of each NewCo, as contemplated by Section 13.06 hereof, which changes in name the parties hereby consent to); (e) refrain from (1) entering into any employment contract with any person which provides for an annual rate of compensation, including fringe benefits, which exceeds Lit. 100.000.000; or (2) except as may be required by law or existing contract and except in connection with the 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 same is for the purchase or sale of products or raw materials therefor in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter which individually are for more than Lit. 100,000,000 before entering 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingsame.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecUniverCell, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries DAYTONA BRANDS will conduct their its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practiceDAYTONA BRANDS’s usual business practices, and will not willfully or intentionally take no any action which would materially adversely affect their its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure ScheduleSchedules attached hereto, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willDAYTONA BRANDS will not, without the prior written consent of Sensec and EnsecUniverCell: (ai) amend its Charter Documents or bylaws Bylaws (or similar organizational documents); (bii) 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 pursuant 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 and in accordance with the terms Effective Date of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleMerger shall not exceed 49,500,000 shares; (ciii) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (div) (iA) 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, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (iiB) 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 disclosed in the Sentech Disclosure Schedulea Schedule attached hereto; or (iiiC) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (iv) (A) amend any Sentech DAYTONA BRANDS Benefit Plan or (iiB) except in the ordinary course of business consistent with usual practice or established policy (a1) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b2) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech DAYTONA BRANDS Benefit Plans disclosed in the Sentech Disclosure a Schedule hereto or in the ordinary course of business; or (c3) 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; (fvi) 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; (gvii) other than in the 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 (iA) plan of liquidation or dissolution, (iiB) acquisition of a material amount of assets or securities, (iiiC) disposition or Encumbrance of a material amount of assets or securities, (ivD) merger or consolidation or (vE) material change in its capitalization; (hviii) change any material accounting or Tax procedure or practice; (iix) 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; (jx) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; or (kxi) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecNixxo, during the period from the date of this Agreement to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Harmony Disclosure Schedule, prior to the Effective Time, neither Sentech Harmony nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecNixxo: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and as set forth in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedulethis Agreement; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Harmony Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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; (fe) 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; (gf) 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; (hg) change any material accounting or Tax procedure or practice; (ih) 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; (ji) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Harmony Disclosure Schedule; or (kj) commit or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec Acquiror and Ensecthe Vendor, during the period from the date of this Agreement up to the Effective TimeClosing, Sentech and TOL USA has conducted its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take has taken no action which would materially adversely affect their have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except related Schedules and as otherwise disclosed in to the Sentech Disclosure ScheduleParties hereto, prior to the Effective TimeClosing, neither Sentech nor any of its Subsidiaries willTOL USA has not, without the prior written consent of Sensec and EnsecVendor has not caused or permitted TOL USA to: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person save and except its Wholly-Owned Subsidiaries in for the ordinary course of business loan agreement and related collateral agreements entered into with Barrington Bank, or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (e) i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directorsdirectors or officers, officers or other employees everywhere, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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 to be contracted under a 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 goods or services in the ordinary course of business; (g) 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 to be contracted under a loan agreement to be entered with Barrington Bank, 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (j) permit any existing insurance policy insuring TOL USA's Assets to terminate; or (k) commit commit, promise or agree to do any 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 to be contracted under a loan agreement to be entered with Barrington Bank.

Operation of the Business. Except as set forth on Section 10.1 of Until the Sentech Disclosure ScheduleClosing, as contemplated by this Agreement or as expressly agreed Seller shall use its commercially reasonable efforts to in writing by Sensec cause the Company to conduct the Business and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech operate and maintain its Subsidiaries will conduct their operations only assets in the ordinary course of business consistent with sound financialpast practices, operational keep the books and regulatory practicerecords of the Company 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 will take no action which would materially adversely affect their ability to consummate shall cause the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries willCompany not to, without the prior written consent approval of Sensec Buyer (which approval shall not be unreasonably withheld, delayed or conditioned) or as otherwise permitted by this Agreement or Schedule 6.1 or as required by Law, take any of the following actions with respect to (and Enseconly with respect to) the Company: (a) amend its Charter Documents certificate of formation or bylaws limited liability company agreement, or issue or agree to issue any additional membership interests (or similar organizational documentsother equity interests) of any 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) authorize for issuanceeffect any split, issuecombination or reclassification of or redeem, sell, deliver, grant any options for, repurchase or otherwise agree acquire, directly or commit to issueindirectly, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleLLC Interests; (c) recapitalizesell, splittransfer, combine pledge, mortgage or reclassify otherwise dispose of or encumber or create any shares of its capital stock; declare, set aside or pay any dividend or Lien (other distribution (whether in cash, stock or property than a Permitted Lien or any combination thereofLien that will be released at or prior to Closing) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify against any of the terms material assets of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money the Business other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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; (d) except as contemplated by Section 6.10(a), cancel any material debts, settle or waive any material claims or waive any material rights pertaining to the Business; (e) incur, assume or guarantee any Indebtedness; (f) 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 Law, file any amendment to a Tax Return, enter into any closing agreement with respect 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) 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, authorizeor (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 plan of complete or partial liquidation, recommenddissolution, propose restructuring, recapitalization or announce an intention other restructuring; (k) allow or cause the Company to authorizeacquire (by purchase, recommend merger or proposeotherwise) any equity interest in, or otherwise make any investment in, any other Person, or enter into any Contract with respect tojoint venture, any partnership or similar agreement, other than (i) plan direct obligations of liquidation the United States or dissolutionany 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) acquisition commercial paper maturing within one year from the date of a material amount of assets or securitiescreation, (iii) disposition deposits maturing within one year from the date of creation thereof, including certificates of deposit, or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation deposits in money market funds investing exclusively in investments described in clauses (i), (ii) or (v) material change in its capitalizationiii); (hl) change knowingly allow any material accounting Permit held by the Company to terminate or Tax procedure or practicelapse; (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) take any action enter into agreements for the taking of which, or knowingly omit to take any action the omission of which, would cause any conduct of the representations and warranties herein to fail to be true and correct in all material respects as Business or the maintenance of the date Company’s assets in the ordinary course of such action business consistent with past practices and (ii) enter into or omission as though made at amend Firm Storage Service Agreements and as of Interruptible Storage Service Agreements consistent with past practices and in accordance with the date of such action or omissionCompany’s tariffs on file with the CPUC; (jn) compromise, settle seek authorization to modify its service offerings or otherwise modify any material claim or litigation not identified tariff on file with the CPUC; (o) reduce the levels of pad gas in the Sentech Disclosure ScheduleCompany’s gas storage facilities below the Minimum Pad Gas; or (kp) commit agree, whether in writing or agree 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 in Section 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 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 (which may be made by email or other electronic 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 One Million Dollars ($1,000,000) (as measured and determined consistent with past practice of the Company).

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecPurchaser, during the period from the date of this Agreement to the Effective TimeClosing Date, Sentech and its Subsidiaries Target will conduct their 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 their have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Target Disclosure Schedule, prior to the Effective TimeClosing Date, neither Sentech nor any of its Subsidiaries willTarget will not, and Shareholders shall not cause or permit Target to, without the prior written consent of Sensec and EnsecPurchaser: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) except as set forth in the Shareholders Disclosure Schedule, 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 pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (i) amend any Sentech Target Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Target Benefit Plans disclosed Plans, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule or in the ordinary course of business; prior year, 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (k) permit any existing insurance policy insuring Target Assets to terminate; or (kl) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec From and Ensec, during the period from after the date of this Agreement until the earlier to occur of the Effective TimeInitial Closing and the date, Sentech 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 will conduct and in accordance with all applicable Law. From and after the date of this Agreement until the earlier to occur of the Initial Closing and the date, if any, on which this Agreement is terminated, except as contemplated by this Agreement, the Framework Agreement (but solely to the extent expressly contemplated by the 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 on Schedule 10.2, neither the Company nor any of its Subsidiaries shall take any of the following actions without the prior written consent of the Investor (which consent shall not be unreasonably withheld, conditioned or delayed): (a) engage in or authorize any creation, pledge, increase in the 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 or any of its Subsidiaries; (b) 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 Subsidiaries, other than (i) dividends or distributions necessary to maintain the Company’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, (ii) dividends, distributions or redemptions expressly required by the Grace Agreements, (iii) dividends or distributions by a Subsidiary of the Company (other than Opco) to Opco or to any wholly owned Subsidiary of Opco, and (iv) pro rata distributions to the equityholders of BSE/AH Blacksburg Hotel, L.L.C and BSE/AH Blacksburg Hotel Operator, L.L.C.; (c) amend, 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 to the extent required under the Framework Agreement to waive the application of the 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 operations only respective Affiliates; (d) except for transactions solely between the Company and any wholly owned Subsidiary of the Company or 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) 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 such transactions, or (ii) the sale of inventory in the ordinary course of business consistent with sound financial, operational and regulatory past practice, and will take no action which would materially adversely affect their ability ; (f) grant or suffer to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior exist any Lien with respect to the Effective Time, neither Sentech nor any of its Properties or assets other 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), (ii) Liens securing Indebtedness for borrowed money of the Company or its Subsidiaries willthat are outstanding as of the date hereof and set forth in Schedule 5.19(a)(ii), without and (iii) Permitted Liens (except Liens on any Equity Securities of any Subsidiaries of the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documentsCompany); (bg) authorize 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) except in connection with the transactions contemplated herein, redeem, purchase or otherwise acquire, retire, modify, forgive, repay (except for issuanceregularly scheduled principal and interest payments required under any Indebtedness), issueprepay 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 Grace Agreements, selland (ii) any principal repayments, deliverin an aggregate amount not to exceed $5,000,000, grant 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 the 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) 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 options forLiability with or on behalf of, enter into any Contract with or amend, terminate, renew, or otherwise agree waive any provision of or commit modify any existing Contract with or undertake or engage in any transaction with, directly or indirectly, any Related Party; (j) 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 issueexercise, sell waive or deliver release any shares of its capital stock right or claim, or any other securitiesseries 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, 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 with respect 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; (p) terminate, let lapse, fail to maintain in full force and effect (or to replace with other policies and bonds providing substantially similar insurance coverage) or materially amend or modify any material Insurance Policy or bond existing as of the date hereof, or materially reduce the amount of any insurance coverage provided thereunder; (q) except (i) as otherwise expressly permitted or required by this Agreement, and (ii) any termination or renewal in accordance with the terms of any Existing Options or Sentech Warrants listed on existing Material Contract that occurs automatically without any action by the Sentech Disclosure Schedule; (c) 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 Company or any combination thereof) in respect Company Subsidiary (provided that the Company shall provide the Investor with reasonable advance notice of its capital stock; or purchaseany such automatic renewals), redeem or otherwise acquire any of its or its Subsidiaries' securities accelerate, cancel, renew, grant a waiver under, amend or modify in any material respect, waive, release, assign or terminate (or consent to or approve any of the terms foregoing with respect to) any existing Material Contract or any 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), Hotel Level Operating Contracts shall not be deemed to be Material Contracts to the extent that any 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 notes payable, lines of credit or other credit facilities or in the ordinary course of business, or actions with respect to its Wholly-Owned Subsidiaries Hotel Level Operating Contracts described in the ordinary course of business; (iithis Section 10.2(q) 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 disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except are taken in the ordinary course of business consistent with usual practice past practice; provided, further, that the Company shall not amend or established policy modify any of the Hotel Level Operating Contracts listed as items 90, 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 reorganization, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition under any similar Law, except by any 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 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 annual base compensation of more than $300,000 any material increase in such salary or compensation, incentive compensation or opportunity, severance, or other compensation or benefits, or establish any new compensation or benefit plans, agreements, arrangements or understandings, or amend or agree to amend any existing Plan, except as may be required under applicable Law or an existing Plan or Contract; (u) 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 specifically set forth in the 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; (v) amend or make any manner modifications to or deviate from (or make any request of the rate Advisor for, consent to or authorize the Advisor to make any such amendments, modifications or deviations) the General and Administrative Budget of compensation the Company 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 Approved 2017 Business Plan (except for (i) deviations that, in the aggregate, would not result in increases in cost of more than five percent (5.00%) in the aggregate above the costs set forth with respect to the first quarter of 2017 in the G&A Budget (such deviations, the “Permitted Q1 G&A Variance”) and (ii) deviations from the G&A Budget resulting from the purchase of the insurance policies described in the penultimate sentence of Section 7(f) of the Framework Agreement); (w) make any request for additional services or consent to the provision of any of its directors, officers or other employees everywhere, except for increases in additional services under the Advisory Agreement outside the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 business consistent 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) 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; (h) change any material accounting or Tax procedure or past practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (kx) commit authorize, resolve, commit, agree or agree otherwise become obligated to do (in writing or otherwise) to take any of the foregoingactions in the foregoing clauses (a) through (w).

Operation of the Business. Except as set forth on Section 10.1 Until the Closing, the Seller shall cause the Company and its Subsidiaries to use their commercially reasonable efforts to conduct the Business and to operate and maintain their assets in the ordinary course consistent with past practices and to maintain good working relationships with its regulators, customers and suppliers. The Seller shall cause the Company and its Subsidiaries not to take, without the prior written approval of the Sentech Disclosure ScheduleBuyer (which approval shall not be unreasonably withheld, delayed or conditioned), or as otherwise contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecSchedule 6.1 of the Seller Disclosure Letter, during any of the period from the date of this Agreement following actions with respect to the Effective Time, Sentech and Company or 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecSubsidiaries: (a) amend its Charter Documents certificate of formation or bylaws limited liability company agreement, or issue or agree to issue any additional membership interests (or similar organizational documentsother equity interests) of any 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) authorize for issuance, issue, sell, deliver, grant any options for, transfer or otherwise agree or commit to issue, sell or deliver dispose of any shares of its capital stock or any other securities, assets other than pursuant to and in accordance with the terms ordinary course of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedulebusiness; (c) recapitalizepledge or mortgage any asset of the Company or any of its Subsidiaries or otherwise cause or permit a Lien to exist (other than a Permitted Lien or any Lien listed in Schedule 6.1(c) of the Seller Disclosure Letter) against the assets of the Company or any of its Subsidiaries; (d) incur, assume or guarantee any Indebtedness (including any letters of credit or similar facilities that are cash collateralized), or issue any notes, 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 the Company or any of its Subsidiaries; (e) except for (i) activities and expenditures in the aggregate amounts set forth in Schedule 6.1 of the Seller Disclosure Letter, (ii) existing commitments set forth in the Disclosed Contracts, (iii) expenditures or commitments to repair, maintain or replace any assets, properties or facilities in the ordinary course of business, (iv) expenditures or commitments as may be necessary to maintain or restore safe operations of the Business or respond to any catastrophe or other emergency situation or (v) expenditures necessary to purchase the amount of base gas contemplated by Section 4.6(j), make any capital expenditure or make any commitment to make any capital expenditure; (f) enter into or amend any employment agreement or severance agreement binding on the Company or any of its Subsidiaries; (g) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any Affiliate, employee, officer, director, manager or consultant of the Company or its Subsidiaries; (h) adopt or amend any Benefit Plan; (i) enter into any collective bargaining agreement; (j) 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 or any of its Subsidiaries; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other restructuring; (l) effect any split, combine combination or reclassify any shares reclassification of its capital stock; the LLC Interests; (m) declare, set aside or pay any dividend or make any other distribution (whether in cashor payment with respect to any of the LLC Interests, stock other than as permitted by Section 2.2(a)(ii), or property or any combination thereof) in respect of its capital stock; or purchaseredeem, redeem repurchase or otherwise acquire acquire, directly or indirectly, any of the LLC Interests; (n) allow or cause the Company or any of its or its Subsidiaries' securities or modify any of the terms of any such securities; Subsidiaries to acquire (d) (i) createby purchase, 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, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently merger or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business equity interest in, or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments investment in, any other Person except its Wholly-Owned SubsidiariesPerson, or enter into any joint venture, partnership or similar arrangement; (o) waive any material claims or rights pertaining to the Business; (p) enter into any new agreement material to the Company or its Subsidiaries or amend, modify or terminate any Disclosed Contract or Permit to which the Company or any of its Subsidiaries is a party or by which any of their respective assets are bound, except that the Company and its Subsidiaries may (i) amend any Sentech Benefit Plan enter into agreements for the conduct of the Business or (ii) except the maintenance of the respective assets of the Company and its Subsidiaries in the ordinary course of business consistent with usual practice or established policy past practices and (aii) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or amend the current Firm Parking Service Agreements with Barclays Capital Energy Inc. and enter into any employment, consulting, severance, change agreements to purchase the amount of base gas contemplated by Section 4.6(j) and to sell a corresponding amount of base gas in control or similar agreements or arrangements with any order to provide capacity for such purchases of its directors, officers or other employeesbase gas; (fq) enter into, amend or grant a waiver with respect to any Firm Storage Service Agreements; (r) enter into any material agreement, commitment Interruptible Storage Service Agreements with a term of 30 days 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) 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; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulemore; or (ks) commit agree, whether in writing or agree otherwise, to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from From the date of this Agreement until the Closing Date: (a) Seller shall operate the Business in the ordinary course, consistent with past practice and in conformity with all applicable laws, ordinances, regulations, rules and orders and all leases, commitments and other agreements applicable to the Effective TimeBusiness; (b) Seller shall use commercially reasonable efforts to (i) preserve the goodwill and business of its contractors, Sentech distributors, customers, advertisers, suppliers and others having business relations with the Business, (ii) preserve all Intellectual Property rights and interests owned by it or in which it has any rights or licenses used in or relating to the operation of the Business and (iii) retain the services and goodwill of the employees of the Business; (c) Seller shall not, except in the ordinary course and consistent with past practice, (i) enter into any transaction or incur any liability or obligation relating to the Business, (ii) sell or transfer any of the assets relating to the Business, (iii) enter into or renew any Contract, (iv) cause or take any action to allow any Contract to lapse (other than in accordance with its Subsidiaries will conduct their operations only terms), to be modified in any respect adverse to the Business, or otherwise to become impaired in any material manner or (v) incur any indebtedness for borrowed money; (d) Seller shall not, except with Buyer’s prior written approval, (i) make any change in its accounting methods or principles (or the application of those methods or principles), (ii) merge or consolidate with any other entity or (iii) declare or pay any dividends or other capital distributions to its members other than in cash; (e) Seller shall use commercially reasonable efforts to (i) maintain all of the Purchased Assets in good repair, maintenance and condition, except to the extent of normal wear and tear, (ii) replace all items of equipment at time intervals consistent with past practice and (iii) repair or replace, consistent with past practice, any Purchased Asset that may be damaged or destroyed; (f) Seller shall not grant or agree to grant any bonus to any employee of the Business, any general increase in the rates of salaries, commissions or compensation of the employees of the Business or, other than in the ordinary course of business and consistent with sound financial, operational and regulatory past practice, and will take no action which would materially adversely affect their ability any specific increase to consummate the Transactions. Without limiting the generality any employee of the foregoingBusiness or provide for any new pension, except as otherwise expressly provided in this Agreement retirement or except as disclosed in the Sentech Disclosure Schedule, prior other employment benefits to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent employees of Sensec and Ensec: (a) amend its Charter Documents the Business or bylaws (or similar organizational documents)any increase in any existing benefits; (bg) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit Seller shall not act to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) createaccelerate the billing of any customers of the Business or the collection of any accounts receivable of the Business, incur(ii) delay the payment of any accounts payable or accrued expenses of the Business or (iii) defer any expenses of the Business, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payablein each case, lines of credit or other credit facilities or except in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of businesspast practice; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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) 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;and (h) change Seller shall not engage in any material accounting discussions or Tax procedure negotiations with anyone other than Buyer concerning the investment in or practice; (i) take sale of all or any action part of the taking of whichBusiness, or knowingly omit to take any action the omission merger, reorganization, recapitalization, consolidation or other business combination involving Seller, and Seller shall advise Buyer of which, would cause any solicitation by any third party in respect of the representations and warranties herein to fail to be true and correct in all material respects as of the date of any such action discussion or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingnegotiation.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and EnsecAcquiror, during the period from the date of this Agreement the Letter of Intent to the Effective TimeClosing, Sentech Acquiree and its Subsidiaries will conduct TOL Canada have conducted their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take have taken no action which would materially adversely affect have a Material Adverse Effect on their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except related Schedules and as otherwise disclosed in to the Sentech Disclosure ScheduleParties hereto, prior to the Effective TimeClosing, neither Sentech nor any of its Subsidiaries willAcquiree and TOL Canada have not, without the prior written consent of Sensec and EnsecVendors have not caused or permitted Acquiree to: (a) amend its their respective Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its their respective capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) 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 their respective capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' their respective securities or modify any of the terms of any such securities, except with respect to any distribution, payment of dividend, the purchase, issuance or redemption of shares relating to the reorganization of TOLG and TOL Canada for the purpose of the Transactions contemplated herein and which have been disclosed in writing to Adsero, YAC, Callco and Acquiror; (d) (i) save and except for the loan agreement and related collateral agreements entered into with Barrington Bank, 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, or with respect to its Wholly-Owned Subsidiaries 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 Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned SubsidiariesPerson; (e) i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its their respective directors, officers or other employees everywhereemployees, except for increases in the ordinary course of business; (bii) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed Profit Sharing Plan, except for holiday bonuses in an aggregate amount not to exceed holiday bonuses for the Sentech Disclosure Schedule prior year, or in the ordinary course of business; or (ciii) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its their respective directors, officers or other employees; (f) save and except for the loan agreement and related collateral agreements entered into with Barrington Bank, 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) save and except for the loan agreement and related collateral agreements entered into with Barrington Bank, 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 their respective capitalization; (h) change any material accounting or Tax procedure or practice; (i) 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedulelitigation; (j) permit any existing insurance policy insuring Acquiree's or TOL Canada's Assets to terminate; or (k) commit commit, promise or agree to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of Through the Sentech Disclosure ScheduleClosing, as contemplated by this Agreement or as expressly agreed to in writing by Sensec each KA Party shall, and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and shall cause its Subsidiaries will conduct their operations to: (v) carry on its business only in the ordinary course course, (w) use commercially reasonable efforts to preserve its current business organizations and relationships (including preserving its rights, franchises, goodwill, Permits and relationships with Clients, KA Fund Investors, Governmental Entities and others with whom it conducts business), (x) use commercially reasonable efforts to keep available the services of business consistent with sound financialits officers, operational key employees and regulatory practicesubadvisors (if any), (y) pay all of its Liabilities as and when they become due, and will take no action which would materially adversely affect their ability to consummate (z) maintain and keep its assets (including back offices and systems) in good repair and condition, and keep in full force and effect the TransactionsPolicies. Without limiting the generality of the foregoing, except (i) as otherwise expressly provided in this Agreement or except as disclosed set forth in the Sentech corresponding subsection of Section 6.1 of the KA Disclosure Schedule, prior to (ii) as otherwise specifically required by the Effective TimeTransaction Documents or (iii) as required by applicable Law, neither Sentech nor through the Closing, none of the KA Parties shall, and each KA Party shall cause its Subsidiaries not to, engage in, or take any action with respect to, any of its Subsidiaries will, the following without the prior written consent of Sensec the Buyers (which shall not be unreasonably withheld, conditioned or delayed; provided that with respect to the actions set forth in clauses (d), (e)(iii) and Ensec:(e)(iv) below, the Buyers may withhold, condition or delay such consent in their sole discretion): (a) amend its Charter any amendment or other modification of, or failure to comply with, the Organizational Documents of any KA Entity or bylaws (or similar organizational documents)KA Fund; (b) authorize for (i) any issuance, issuesale, sellrepurchase, delivertransfer, grant disposition, redemption or other acquisition of, (ii) any options forcreation of any Lien (other than Permitted Liens) on, or otherwise agree (iii) any subdivision, reclassification, combination or commit modification to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms or rights of, any equity interests of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleKA Entity; (c) recapitalizemaking, splitdeclaring, combine or reclassify any shares of its capital stock; declare, set setting aside or pay establishing a record date for payment of, any dividend or other distribution (whether in cash, stock on or property or any combination thereof) in respect of its capital stock; of, any equity interests in any KA Entity, unless (A) such dividend or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of distribution reduces Working Capital and (B) after any such securitiesdividend or distribution, the Estimated Working Capital is greater than the Target Working Capital; (d) any (i) creatematerial change in any accounting methods, incurpractices or policies, 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 businessany Tax accounting methods, practices, policies or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assumeprocedures, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person KA Entity, except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan by GAAP or (ii) except revaluation of any of the assets of any KA Entity, including the write-off of notes or accounts receivable in any material amount, other than in the ordinary course course; (e) (i) entering into any closing agreement with a Governmental Entity with respect to Taxes payable by any KA Entity or KA Fund where the amount at issue is greater than $100,000, (ii) settling any Tax litigation or administrative Action in respect of business consistent with usual practice Taxes payable by any KA Entity or established policy KA Fund where the amount at issue is greater than $100,000, (aiii) increase consenting to any extension or waiver of the limitation period applicable to any Action or assessment in respect of Taxes payable by any manner the rate of compensation KA Entity or KA Fund or (iv) making, changing or revoking any Tax election of any of its directors, officers KA Entity or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech 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 employeesKA Fund; (f) enter into any cancellation, modification, amendment, extension, renewal or assignment with respect to, or waiver of any right of any KA Entity under, any material agreementIndebtedness owing to any KA Entity, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease other than any cancellation of goods or services in the ordinary course of businessIndebtedness that reduces Working Capital; (g) any acquisition, disposition, transfer or lease of, or creation of a Lien (other than Permitted Liens) on, any business or material asset of any KA Entity, or any merger, consolidation, reorganization, liquidation or dissolution of, or entry into any new line of business by, any KA Entity or making or incurring any capital expenditures in excess of $1,000,000 in the aggregate; (h) any investment in, acquisition of the equity interests or assets of, or any loan or capital contribution or commitment to, any Person, in each case, other than in the ordinary course of business, authorize, recommend, propose or announce an intention ; provided that no new capital commitments shall be made to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of KA Fund by 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; (h) change any material accounting or Tax procedure or practiceKA Entity; (i) take other than as required by applicable Laws, (i) any action material increase in (or acceleration of vesting of) the taking aggregate compensation (including equity, bonus opportunities and Carried Interest) or benefits of whichany director, manager, officer, employee or consultant, of any KA Entity, other than any acceleration of vesting of compensation pursuant to the Organizational Documents of such KA Entity, (ii) hiring any director, manager, officer or employee (other than hiring a replacement for a vacant position with aggregate annual compensation that does not exceed by more than 10% that of the former Person holding such position), (iii) entering into any new, or knowingly omit to take any action the omission of whichextension, would cause any amendment or establishment of the representations terms under any existing, Contract with any director, manager, officer or employee of any KA Entity, in each case, in which (x) the compensation and warranties herein to fail benefits paid, or to be true and correct paid, to such Person are, or are reasonably expected to be, greater than $200,000 annually, or (y) any severance, change in all material respects control or similar payment could exceed $200,000, or (iv) adoption, establishment, amendment, entry into, or termination of any Benefit Plan (or any Contract thereunder); (j) (i) entering into any Contract that would have been (x) a Material Contract or (y) required to have been disclosed pursuant to Section 4.15, in each case, had such Contract been entered into as of the date of this Agreement, or materially amending (including with respect to the fees payable thereunder) or terminating any such action Contract or omission as though made at and as (ii) modifying, amending, extending, renewing, assigning or terminating, or granting any waiver of, any material provision of any Material Contract, Contract set forth in Section 4.15 of the date of such action KA Disclosure Schedule or omissionPermit; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit (i) cancelling or agree waiving any claims or rights of, or compromising or settling any Action relating to, any KA Entity or KA Fund, in each case, involving (x) claims, rights or payments in excess of $200,000 or (y) any material conditions on, or material changes or restrictions relating to, the business, operations or Taxes of any KA Entity or KA Fund post-Closing, or (ii) responding to any material, non-routine inquiry of a Governmental Entity prior to providing notice to, and obtaining consent from, the Buyers (to the extent permitted by Law); (l) forming a KA Fund; and (m) entering into any Contract or commitment to do any of the foregoing.

Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, Schedule 6.3 or as contemplated otherwise expressly permitted or required by this Agreement or as expressly agreed to in writing by Sensec and EnsecAgreement, during the period from between the date of this Agreement and the Closing Date Seller acknowledges that solely with respect to the Effective Time, Sentech 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 foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and EnsecTotowa Property: (a) amend Seller shall conduct the Business in the ordinary course in accordance with its Charter Documents past practice under the Existing Manufacturing Agreement, except that, without the written consent of Buyer, Seller shall not undertake any capital improvement or bylaws (or similar organizational documents)make any commitment for capital expenditures in excess of $15,000 in the aggregate. Seller shall maintain and service the Purchased Assets consistent with past practice and preserve intact the Business as it is currently operated; (b) authorize For the avoidance of doubt, the Parties acknowledge and agree that (i) the DAS Agreement is not a Purchased Asset or an Assumed Liability, (ii) Buyer shall have no obligation with respect to the DAS Agreement, either before or after the Closing, and (iii) Seller shall be solely responsible for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares the performance of its capital stock or any other securities, other than pursuant to and in accordance with obligations under the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure ScheduleDAS Agreement; (c) recapitalize, split, combine or reclassify any shares of Seller will use its capital stock; declare, set aside or pay any dividend or other distribution (whether Commercially Reasonable efforts to obtain 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 writing as promptly as possible all Seller Required Consents and all of the terms Closing Consents, which consents shall be in a form reasonably acceptable to Buyer and its counsel and shall not be subject to the satisfaction of any such securitiescondition that has not been satisfied or waived; (d) Seller shall not: (i) create, incur, assume or permit to exist incur any long-term debt or any short-term debt for borrowed money Liability that would be an Assumed Liability other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assumewithout the consent of Buyer, guaranteeenter into, endorse amend, modify, terminate (partially or otherwise become liable completely), grant any waiver under or responsible (whether directly, contingently give any consent with respect to any Seller Contract or otherwise) for incur any Liability Related to the obligations of any Business other Person except its Wholly-Owned Subsidiaries than in the ordinary course of business business; (iii) Default under, or as otherwise may be contractually required and disclosed in the Sentech Disclosure Scheduletake or fail to take any action that (with or without notice or lapse of time or both) would constitute a Default under any term or provision of any Seller Contract; or (iiiiv) make create or permit any loans, advances or capital contributions to, or investments in, Encumbrance (other than Permitted Encumbrances) on any other Person except its Wholly-Owned Subsidiariesof the Purchased Assets; (e) Seller shall comply in all material respects with all applicable Laws; and (f) Seller shall not (i) amend hire any Sentech Benefit Plan new employee at the Totowa Property or enter into any employment contract, or, (ii) except in the ordinary course of business consistent with usual practice or established policy (a) past practice, increase in any manner the rate of compensation of payable or to become payable by it to any of its directorspersonnel at the Totowa Property, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (ciii) amend, terminate modify or enter into increase the benefits available to employees at the Totowa Property under 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 proposePlan, 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 introduce any new Plan or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit benefit 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; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoingemployees.