Common use of Operation of the Business Clause in Contracts

Operation of the Business. The Seller or Underlying Asset shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Unless the Seller shall receive the prior written consent of the Purchaser, which consent may not be unreasonably withheld or Underlying Asset delayed, and except as required by any Legal Requirement, the Seller shall use its commercially reasonable efforts to ensure that, during the Pre-Closing Period, the following covenants are complied with, but only as they relate exclusively to the Business and the Transferred Assets: (a) It conducts the Seller and its Affiliates shall conduct the operations of the Business in the Ordinary Course ordinary course of Business business (except that the Seller and in its Affiliates may delay the same manner as such operations have been conducted prior payment of certain payables to the date of this Agreementconserve cash); (b) It uses the Seller and its Affiliates shall use commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and the employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with currently providing services primarily to the Underlying AssetBusiness; (c) It does the Seller and its Affiliates shall not declarechange any of the methods of accounting or accounting practices in any material respect, accrue, set aside other than in a manner consistent with changes in GAAP or pay any dividend or make any other distribution to conform to changes in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securitiesapplicable Legal Requirements; (d) It does the Seller and its Affiliates shall not sell make any Tax election with respect to the Business or otherwise issue (that affects the Transferred Assets, other than Tax elections that are the same as or grant any warrants, options consistent with Tax elections previously made by the respective party or other rights to purchase) any shares of capital stock or any other securitiesconform to changes in applicable Legal Requirements; (e) It does the Seller and its Affiliates shall not amend its charter document(i) sell, corporate governance document transfer, lease, license or otherwise dispose of any of the Transferred Assets, other than sales of Transferred Inventory in the ordinary course of business, or (ii) subject any of the Transferred Assets to any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, Encumbrance, preemptive right, right of first refusal, restriction or other Organizational Documentsright of third parties, and does not affect whether voluntarily incurred or become a party to any recapitalizationarising by operation of law, reclassification of shares, stock split, reverse stock split or similar transactionother than as may exist on the Effective Date; (f) It does not form any subsidiary the Seller and its Affiliates shall not: (i) other than in the ordinary course of business, declare or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or declare or make any profit sharing cash incentive payment, retention payment or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity and equity-based compensation) or remuneration payable to, and does not enter into or amend accelerate any agreement with benefits available to, any of its directors, officers the Eligible Employees; or employees; (hii) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course ordinary course of Business; (ii) incurbusiness, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down employee for the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qg) It does the Seller and its Affiliates shall not enter into any transaction or commit to take any other action that likely would cause or constitute a Breach of any representation or warranty made by it the actions described in clauses “(c)” through “(f)” of this AgreementSection 4.11.

Operation of the Business. The Seller Unless Parent shall otherwise agree in writing and except as expressly contemplated by this Agreement or Underlying Asset shall ensure thatin the disclosure schedules (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing PeriodPeriod the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will: (a) It conducts amend or propose to amend its operations in the Ordinary Course articles of Business and in the same manner as such operations have been conducted prior to the date of this Agreementincorporation or bylaws (or comparable governing instruments); (b) It uses its commercially reasonable efforts authorize for issuance, issue, grant, sell, pledge, dispose of or propose to preserve intact its current business organizationissue, keep available and grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company or any Subsidiary, including but not terminate limited to any securities convertible into or exchangeable for shares of stock of any class of the services Company or any such Subsidiaries, except for the issuance of its current officers and employees and maintain its relations and goodwill Company Common Stock pursuant to the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Assettheir present terms; (c) It does not declareamend or waive any of its rights under any provision of any of the Company Stock Option Plans (provided that, accruenotwithstanding anything in this Agreement to the contrary, set aside the Company may accelerate vesting under any or pay all of the Company Options), any dividend provision of any agreement evidencing any outstanding stock option or make any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other distribution security or any related contract, in each case with respect to the capital stock of the Company or the Acquired Companies; (d) split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, and does not repurchaseother than dividends or distributions to the Company or a Subsidiary, redeem or directly or indirectly redeem, purchase or otherwise reacquire acquire or offer to acquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter documentcreate, corporate governance document incur or other Organizational Documentsassume any debt, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; except for (i) It does debt in an aggregate amount not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquireexceed $1,000,000, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume refinancing of existing obligations on terms that are no less favorable to the Company or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other the Subsidiaries than in the Ordinary Course of Businessexisting terms; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of BusinessPerson; (iv) make any capital expenditures or make any loans, advances or capital contributions to, or investments in, any other Person (other than to a Subsidiary and customary travel, relocation or business advances to employees); (v) acquire the stock or assets of, or merge or consolidate with, any other Person; (vi) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (vii) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any assets or properties, real, personal or mixed material to the Company and the Subsidiaries taken as a whole other than to secure debt permitted under (i) and (ii) of this paragraph (e); (f) increase in any manner the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change-in-control, collective-bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement, other than increases in the Ordinary Course salaries or wages of Businesspresent employees (other than executives, officers and directors) in the ordinary course of business and consistent with past practice; (g) make or rescind any material Tax election or settle or compromise any material Tax liability of the Company or of any Acquired Company; (h) (i) commence or settle any material Proceeding, or (ii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations either (A) reflected or reserved against in the Latest Balance Sheet; or (vB) fail in an aggregate amount not to maintain exceed $100,000; (i) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Acquisition Proposal; (j) permit any material insurance consistent policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent; (k) enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of any Acquired Company to compete with past practices for its or conduct any business and propertyor line of business; (l) It pays all debts and Taxesplan, files all announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of its Tax Returns (as provided herein) and pays employment of employees of the Company or performs all other obligations, when duethe Subsidiaries generally; (m) It does not enter into or amend take any agreements pursuant action that could be reasonably expected to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to result in any of its services, products or technologythe conditions to the Offer set forth in Annex I not being satisfied; (n) It does not hire take any new officeraction that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-level employee;in-control or similar provision in any Contract; or (o) It does not revalue bid, make any proposal to obtain, agree, commit or execute any Contract to perform or to provide any product or service in connection with any E-rate program other than with respect to legally binding obligations existing on the date of this Agreement to be performed in accordance with all applicable Law. 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 assetsproperties, includingassets or business and maintain in full force and effect all the Permits necessary for, without limitationor otherwise material to, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementsuch business.

Operation of the Business. The Seller or Underlying Asset Infinity Resources shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetInfinity Resources; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Infinity Resources Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Infinity Resources Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Buyippee shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetXxxxxxxx; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Buyippee Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Buyippee Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Xinghe shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetXxxxxx; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Xinghe Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Xinghe Shares of Common Stock pursuant to option grants to employees in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset shall ensure that, during the Pre-Closing Period: (a) It the Seller conducts its the operations of the Business in the Ordinary Course ordinary course of Business business and in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (b) It the Seller uses its commercially reasonable efforts to (i) preserve intact its the current business organizationorganization of the Business, (ii) keep available and not terminate the services of its current officers and employees of the Business, and (iii) maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, independent contractors and other Persons having business relationships with the Underlying AssetBusiness; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect the Purchaser is notified as promptly as practicable of any shares of its capital stockinquiry, and does not repurchase, redeem proposal or otherwise reacquire offer from any shares of its capital stock or other securitiesPerson relating to any Acquisition Transaction; (d) It the Seller does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect effect or become a party to any recapitalizationAcquisition Transaction; (e) the Seller does not enter into any Contract that will become a Transferred Contract without the Purchaser’s consent, reclassification of shares, stock split, reverse stock split or similar transactionwhich consent shall not be unreasonably withheld; (f) It the Seller does not form make any subsidiary capital expenditure on behalf of or acquire related to the Business or any equity interest or other interest in any other EntityAsset; (g) It the Seller does not incur, assume or otherwise subject the Business to any Liability, except for current liabilities incurred in the ordinary course of business, all of which Liabilities shall remain with Seller and be paid as of the Closing as contemplated by Section 1.4(a)(v); (h) the Seller does not establish or adopt any new Seller Employee Benefit Plan, and does not or pay any bonus or make any profit profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employeesSeller Employee; (hi) It the Seller does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax electionrespect of the Business or the Assets; (j) It the Seller does not commence or take settle any action or fail Proceeding related to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qk) It the Seller does not enter into any transaction agree, commit or offer (in writing or otherwise) to take any other action of the actions that likely would cause or constitute a Breach are described in clauses (d) through (j) of any representation or warranty made by it in this AgreementSection 4.2.

Operation of the Business. The Seller Except as otherwise provided in this Agreement, the Terra Tech Disclosure Schedule, in connection with the consummation of the Planned Dispositions, in the Ordinary Course of Business of Terra Tech, or Underlying Asset consented to in writing by OneQor, Terra Tech shall ensure that, that during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreementall material respects; (b) It uses its commercially reasonable efforts to preserve intact its current business organizationbusiness, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetTerra Tech; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securitiessecurities other than in (i) connection with the conversion or exercise of Terra Tech Securities outstanding as of the date hereof, (ii) issuances of shares of capital stock pursuant to that certain Investment Agreement by and between Terra Tech Corp. and Dominion Capital LLC dated November 28, 2016 or (iii) the issuance of options to purchase Terra Tech Common Stock to Persons hired as an officer-level employee in accordance with Section 6.4(m) of this Agreement; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Planbenefit plan, and does not pay any material bonus or make any profit sharing or similar payment to, or materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any material respect, except as in accordance with GAAP or as required by Law; (i) It does not make change any material Tax electionelection except as otherwise required by applicable Law; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of BusinessPerson; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; provided, however, that any consent pursuant to this Section 6.4(j) shall not be unreasonably withheld, delayed or conditioned; (lk) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (ml) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other similar rights of any type or scope with respect to any of its services, products or technology; (nm) It does not hire any new officer-level employee;; provided that Terra Tech may replace an existing officer as of the date hereof so long as such incoming officer’s compensation is substantially the same as the departing officer. (on) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Businessunder GAAP; and (qo) It does not enter into any transaction or take any other action that likely would reasonably be expected to cause or constitute a Breach of any representation or warranty made by it in this AgreementArticle III.

Operation of the Business. The Seller or Underlying Asset DH Group shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetDH Group; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of DH Group Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of DH Group Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Ever Harvest shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetEver Harvest; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Ever Harvest Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Ever Harvest Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller During the Transition Period. Except as expressly permitted or Underlying Asset shall ensure thatrequired hereby, at all times during the Pre-Closing Transition Period: , GoAmerica will continue to operate the Business in the ordinary course consistent with past practice (including, CONFIDENTIAL 4 ACQUISITION AGREEMENT without limitation, with regard to billing and collection practices and efforts to retain existing Subscribers, but not necessarily to obtain new Subscribers) and will not engage in any practice, take any action, embark on any course of action or enter into any transaction that would have an adverse effect on the Transferred Assets or GoAmerica's ability to perform its obligations under this Agreement or any of the other Related Agreements. During the Transition Period GoAmerica will take all actions necessary to effectuate a transfer of the Transferred Assets and will not: (a) It conducts its operations in sell, lease, license or otherwise dispose of any of the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; Transferred Assets; (b) It uses its commercially reasonable efforts suffer or permit any encumbrance to preserve intact its current business organization, keep available and not terminate arise or be granted or created against or upon any of the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset; Transferred Assets; (c) It does not declaresell, accrueassign, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockpledge, and does not repurchase, redeem mortgage or otherwise reacquire transfer, or suffer any shares damage, destruction or loss (whether or not covered by insurance) to, any of its capital stock or other securities; the Transferred Assets; (d) It does not sell or otherwise issue (or grant any warrantsamend, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action terminate or fail to take renew any action which would result in the commencement of any Proceeding; contract (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down any Subscriber contracts), agreement, lease, franchise, license or other agreement directly relating to the value Transferred Assets without first obtaining the prior written consent of inventory EarthLink; (e) waive any accounts receivable or writing off notes outstanding bills, discount future bills or accounts receivable, except as required in provide any services without payment relating to the Ordinary Course of Business; Transferred Assets; (pf) Except as otherwise contemplated hereunder, it does not enter into any credit arrangement or assume any debt obligation directly relating to the Transferred Assets; (g) enter into any transaction or take agreement relating to the Business that could reasonably be expected to have a material adverse effect on the Transferred Assets; or (h) agree or commit to do any other action outside of the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementforegoing. Until the Final Subscriber Transition End Date, GoAmerica will continue to provide support services to all Subscribers consistent with its existing services, including handling inquiries about the transition.

Operation of the Business. The Seller or Underlying Asset SHV Corp. shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetSHV Corp.; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of SHV Corp. Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of SHV Corp. Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Trendmark shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetTrendmark; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Trendmark Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Trendmark Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller Unless Parent shall otherwise agree in writing and except as expressly contemplated by this Agreement or Underlying Asset shall ensure thatin the disclosure schedules (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing PeriodPeriod the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will: (a) It conducts amend or propose to amend its operations in the Ordinary Course articles of Business and in the same manner as such operations have been conducted prior to the date of this Agreementincorporation or bylaws (or comparable governing instruments); (b) It uses its commercially reasonable efforts authorize for issuance, issue, grant, sell, pledge, dispose of or propose to preserve intact its current business organizationissue, keep available and grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company or any Subsidiary, including but not terminate limited to any securities convertible into or exchangeable for shares of stock of any class of the services Company or any such Subsidiaries, except for the issuance of its current officers and employees and maintain its relations and goodwill Company Common Stock pursuant to the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Assettheir present terms; (c) It does not declareamend or waive any of its rights under any provision of any of the Company Stock Option Plans (provided that, accruenotwithstanding anything in this Agreement to the contrary, set aside the Company may accelerate vesting under any or pay all of the Company Options), any dividend provision of any agreement evidencing any outstanding stock option or make any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other distribution security or any related contract, in each case with respect to the capital stock of the Company or the Acquired Companies; (d) split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, and does not repurchaseother than dividends or distributions to the Company or a Subsidiary, redeem or directly or indirectly redeem, purchase or otherwise reacquire acquire or offer to acquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter documentcreate, corporate governance document incur or other Organizational Documentsassume any debt, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; except for (i) It does debt in an aggregate amount not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquireexceed $1,000,000, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume refinancing of existing obligations on terms that are no less favorable to the Company or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other the Subsidiaries than in the Ordinary Course of Businessexisting terms; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any other person, other than in the Ordinary Course of BusinessPerson; (iv) make any capital expenditures or make any loans, advances or capital contributions to, or investments in, any other Person (other than to a Subsidiary and customary travel, relocation or business advances to employees); (v) acquire the stock or assets of, or merge or consolidate with, any other Person; (vi) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (vii) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any assets or properties, real, personal or mixed material to the Company and the Subsidiaries taken as a whole other than to secure debt permitted under (i) and (ii) of this paragraph (e); (f) increase in any manner the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change-in-control, collective-bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement, other than increases in the Ordinary Course salaries or wages of Businesspresent employees (other than executives, officers and directors) in the ordinary course of business and consistent with past practice; 34 (g) make or rescind any material Tax election or settle or compromise any material Tax liability of the Company or of any Acquired Company; (h) (i) commence or settle any material Proceeding, or (ii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations either (A) reflected or reserved against in the Latest Balance Sheet; or (vB) fail in an aggregate amount not to maintain exceed $100,000; (i) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Acquisition Proposal; (j) permit any material insurance consistent policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent; (k) enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of any Acquired Company to compete with past practices for its or conduct any business and propertyor line of business; (l) It pays all debts and Taxesplan, files all announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of its Tax Returns (as provided herein) and pays employment of employees of the Company or performs all other obligations, when duethe Subsidiaries generally; (m) It does not enter into or amend take any agreements pursuant action that could be reasonably expected to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to result in any of its services, products or technologythe conditions to the Offer set forth in Annex I not being satisfied; (n) It does not hire take any new officeraction that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-level employee;in-control or similar provision in any Contract; or (o) It does not revalue bid, make any proposal to obtain, agree, commit or execute any Contract to perform or to provide any product or service in connection with any E-rate program other than with respect to legally binding obligations existing on the date of this Agreement to be performed in accordance with all applicable Law. 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 assetsproperties, includingassets or business and maintain in full force and effect all the Permits necessary for, without limitationor otherwise material to, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementsuch business.

Operation of the Business. The Seller or Underlying Asset Massive Treasure shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetMassive Treasure; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Massive Treasure Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Massive Treasure Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Powertech shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetPowertech; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Powertech Ordinary Shares upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Powertech Ordinary Shares pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller Except (i) as set forth in Section 7.1 of the Sellers Disclosure Schedule, (ii) as otherwise contemplated by this Agreement or Underlying Asset (iii) as otherwise consented to by Buyer, such consent not to be unreasonably withheld, from the Execution Date until the Closing, the Sellers shall ensure that, during cause the Pre-Closing PeriodCompany to: (a) It conducts its operations operate the Business in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreementordinary course consistent with past practice; (b) It uses its operate the Business in accordance with all applicable Laws in all material respects; (c) use commercially reasonable efforts to preserve substantially intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill to preserve existing beneficial relationships with all agents, lessors, suppliers, customerscustomers and employees, landlords, creditors, licensors, licensees, employees subject to the effects of the announcement of the transactions contemplated by this Agreement and other Persons having business relationships with Buyer’s stated plans for the Underlying AssetBusiness; (cd) It does 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 its Governing Documents; (g) not incur any obligations for borrowed money or purchase money Debt, 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 which will be included in the calculation 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 Closing and (iii) other Debt that will be paid in full at or prior to the Closing; (h) not destroy any books or 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 the 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); (k) not amend, modify or terminate any Material Contract, or otherwise waive, release or 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 any Lien, except Permitted Liens or 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, accrue, set aside or pay any dividend or make any payment or distribution of cash or other distribution in respect of property to any shares of its stockholders with respect to such stockholder’s capital stockstock or otherwise, or, except as provided in Section 2.6 or as otherwise may be required under the Repurchase Agreements and does not repurchaserelated documents, purchase, redeem or otherwise reacquire acquire any shares of its capital stock or other securities; equity securities (d) It does not sell or otherwise issue (or grant including any warrants, options or other rights to purchase) any shares of acquire its capital stock or any other securitiesequity); (eo) It does not amend sale, assign, transfer, lease, license or otherwise encumber any of its charter documentPhysical Assets, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification except in the ordinary course of shares, stock split, reverse stock split or similar transactionbusiness; (fp) It does not form sale, assign, transfer, lease, license, sublicense or otherwise encumber any subsidiary material Intellectual Property rights, or acquire abandon or permit to lapse any equity interest or other interest in any other Entitymaterial Intellectual Property rights; (gq) It does not establish 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; (r) not make or grant any increase in any Company Plan, or amend or terminate any Company Plan or adopt any Employee new Benefit PlanPlan or enter into, and does amend or terminate any collective bargaining agreement or other employment agreement, except as required by Law; (s) not pay 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 bonus 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 profit sharing or similar payment to, or increase political contributions exceeding $10,000 and for which such amounts will not have been paid in full and satisfied prior to the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employeesClosing; (hv) It does not make any change in any of its methods method of accounting or accounting practices 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 respectmaterial accruals (whether or not in the ordinary course of business or consistent with past practice), except as required by GAAP or Law; (iw) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result that has the effect of accelerating to pre-Closing periods sales to customers or other revenues, individually or in the commencement aggregate, in excess of any Proceeding$500,000 that would otherwise be expected to take place or be incurred after the Closing; (kx) It does not make any loans or advances to any Persons except in the ordinary course of business consistent with past practice; (y) not (i) acquiremake or change any Tax election, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incurchange an annual Tax accounting period, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assumeadopt or change any Tax accounting method, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make fail to pay any loansTax when it becomes due and payable, advances (v) file any amended Tax Return, (vi) enter into any closing agreement, (vii) settle any Tax claim or capital contributions toassessment, (viii) surrender any right to claim a refund of Taxes, (ix) consent to any extension or investments in, waiver of the limitation period applicable to any Tax claim or assessment or (x) take any other Personsimilar 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 in by an immaterial amount) the Ordinary Course Tax liability of Businessthe Company for any period ending after the Closing Date or decreasing (other than by an immaterial amount) any Tax attribute of the Company existing on the Closing Date; (z) not implement any layoffs implicating the WARN Act; or (vaa) fail not agree, resolve or commit to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to do any of its servicesthe actions prohibited in Section 7.1(d) through (h) or (j) through (z) that would, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any the effects of its assetswhich would, including, without limitation, writing down survive the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementClosing.

Operation of the Business. The Seller or Underlying Asset Nemo Holding shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetNemo Holding; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Nemo Holding Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Nemo Holding Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Pulse Network shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetThe Pulse Network; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of The Pulse Network Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of The Pulse Network Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (ih) It does not make any Tax election; (ji) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (kj) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (lk) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (ml) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (nm) It does not hire any new officer-level employee; (on) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (po) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qp) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset OOB HK shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetOOB HK; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of OOB HK Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of OOB HK Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Gold Shiny shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetGold Shiny; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Gold Shiny Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Gold Shiny Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset shall ensure thatBetween the date of this Agreement and the Effective Time, during each of NELX and J&C will conduct its business only in the Pre-Closing Periodordinary course of business, and will: (a) It conducts not amend its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreementcharter or bylaws; (b) It uses not increase the compensation or benefits (including, without limitation, salary, bonus and commission schedules) of any personnel, except for non-key management personnel in the ordinary course of business; (c) use its commercially reasonable best efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees personnel, and maintain its the relations and goodwill good will with all suppliers, customers, landlords, creditors, licensorsemployees, licenseesagents, employees and other Persons others having business relationships with the Underlying Assetit consistent with its sound business judgment and past practices; (cd) It does not issue or sell any debt or equity securities (including upon the exercise of currently outstanding options, warrants and other rights), declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stocksecurities, and does not repurchase, or directly or indirectly redeem or otherwise reacquire repurchase any shares outstanding securities, provided that any issuance of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights by J&C shall be prohibited only to purchase) any shares of capital stock or any other securitiesthe extent that it would increase the NELX Common Stock to be issued pursuant hereto; (e) It does not amend its charter documentsell, corporate governance document assign, transfer, convey, lease or other Organizational Documents, and does not affect otherwise dispose of or become a party subject to any recapitalizationEncumbrance any of its assets, reclassification except for sales of sharesinventory and used equipment, stock split, reverse stock split or similar transaction;in each case in the ordinary course of business consistent with past practice (f) It does not form any subsidiary acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any equity interest material assets or other interest in business of any other Entityperson; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing loans or similar payment toadvances to any person, or increase except in the amount ordinary course of business nor discharge any debt prior to the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employeesscheduled maturity thereof; (h) It does not change make any payment or enter into any agreement or other transaction with any officer or director of its methods of accounting or accounting practices such party, other than employment compensation and benefits on the terms currently in any respecteffect; (i) It does not make fail to comply in any Tax electionmaterial respect with all Requirements of Law applicable to its business; (j) It does not commence make any operational changes or take any action or fail to take any action which would result in the commencement developments of any Proceeding;a material nature; and (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into into, amend or amend terminate any agreements pursuant Contract which is or would be required to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required be disclosed in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementSchedule 6.11 hereto.

Operation of the Business. The Seller or Underlying Asset Company shall ensure that, during the Pre-Closing Period, except (i) as otherwise set forth in this Agreement (including any conditions to Closing herein), or (ii) with the prior written consent of Terra Tech, which consent shall not be unreasonably withheld, conditioned, or delayed: (a) It Except as otherwise set forth in the Company Disclosure Schedule, it conducts its operations in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this AgreementSigning Date; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, and other Persons having business relationships with the Underlying AssetCompany; (c) It does not declare, accrue, set aside aside, or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem redeem, or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of the shares of Company Common Stock upon termination of employees at the original purchase price pursuant to agreements existing as of the Signing Date; (d) It Except as set forth in the Disclosure Schedule, it does not sell or otherwise issue (or grant any warrants, options options, or other rights to purchase) any shares of capital stock or any other securities, except the issuance of shares Company Common Stock pursuant to options outstanding on the date of this Agreement; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split split, or similar transaction, other than as necessary to enable the transactions contemplated under this Agreement; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It Except as set forth in the Disclosure Schedule, it does not establish or adopt any Employee Benefit Planemployee benefit plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits benefits, or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers officers, or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect, other than as necessary to enable the transactions contemplated under this Agreement; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge pledge, or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It Except as otherwise set forth in the Company Disclosure Schedule, it does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, receivable except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Jade Affiliated shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetJade Affiliated; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Jade Affiliated Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Jade Affiliated Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset GSL Healthcare shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetGSL Healthcare; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of GSL Healthcare Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of GSL Healthcare Common Shares pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Kona Gold shall ensure that, during the Pre-Closing Period, except (i) as otherwise set forth in or contemplated by this Agreement (including any conditions to Closing herein) or (ii) with the prior written consent of S and S, which consent shall not be unreasonably withheld, delayed, denied, or conditioned: (a) It conducts shall use commercially reasonable efforts to conduct its operations in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this AgreementSigning Date; (b) It uses shall use its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, and other Persons having business relationships with the Underlying AssetKona Gold; (c) It does shall not declare, accrue, set aside aside, or pay any dividend or make any other distribution in respect of any shares of its capital stockstock other than in the Ordinary Course of Business, and does shall not repurchase, redeem redeem, or otherwise reacquire any shares of its capital stock or other securities; (d) It does shall not sell or otherwise issue (or grant any warrants, options options, or other rights to purchase) any shares of capital stock or any other securities; (e) It does shall not amend its charter documentdocuments, corporate governance document documents, or other Organizational Documents, and does shall not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split split, or similar transaction, other than as necessary to enable the transactions contemplated under this Agreement; (f) It does shall not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does shall not commence or take any action or fail to take any action which would result that results in the commencement of any Proceeding; (kh) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does shall not hire any new officer-level employeeemployee without first consulting with S and S; (oi) It does shall not revalue any of its assets, including, without limitation, writing writing-down the value of inventory or writing writing-off notes or accounts receivable, receivable except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qj) It does shall not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementMaterial Adverse Effect.

Operation of the Business. The Seller or Underlying Asset shall ensure that, during the Pre-Closing Period: (a) It conducts Until the Closing, except as otherwise set forth in this Agreement, Schedule 5.2 or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will, and will cause the other members of the Seller Group to, conduct the Business (and maintain its operations assets, including the Owned Real Property, in good operating condition and repair in accordance with past practices (normal wear and tear accepted)) in the Ordinary Course ordinary course of the Business in all material respects and in compliance with all Laws, including the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses Consent Decree and use its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers the Employees and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business to preserve the Business’ relationships with the Underlying Asset;its customers and others doing business with it. (cb) It does Until the Closing, except as otherwise set forth in this Agreement or the Seller Disclosure Schedule or as otherwise consented to in writing by the Purchaser (which consent will not declarebe unreasonably withheld, accrueconditioned or delayed), set aside the Seller will not, and will not cause or pay any dividend or make permit any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount member of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable Seller Group to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect;: (i) It does not make incur any Tax electionIndebtedness for borrowed money that constitutes an Assumed Liability; (jii) It does not commence terminate or materially and adversely amend any Material Contract; (iii) enter into any Contract that will become an Included Contract except on customary commercial terms and in the ordinary course of business, and in no event having a term in excess of 90 days; (iv) take any action that (with or fail without notice or lapse of time or both) would constitute a breach, violation or default under any term or provision of any Included Contract; (v) waive or release any right or claim of a material value to take any action which would result the Business other than in the commencement ordinary course of the Business; (vi) compromise, settle, or otherwise adjust any Proceeding; (kvii) It does not sell, lease, assign, transfer, dispose or license, or permit any Encumbrance on, any of the Purchased Assets other than sales of inventory in the ordinary course of business, or amend, modify, extend, renew, sublet or terminate any lease, or demolish or remove any existing improvements, or erect new improvements on the Owned Real Property, the Leased Real Property or any portion thereof (iexcept with respect to the installation of physical barriers relating to the segregation of the wax-coating business at the Menasha Facility); (viii) acquire, dispose by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, transferor by any other manner, leaseany business or entity, licensewhich would constitute a Purchased Asset or Assumed Liability, mortgageor enter into any joint venture, pledge or encumber any fixed partnership or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse similar arrangement for the obligations conduct of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (pix) Except materially change the remuneration or terms of employment of any Employee other than (A) in the ordinary course of the Business, (B) as otherwise required by Law or (C) for retention, incentive and similar payments relating to the consummation of the transactions contemplated hereunderby this Agreement, it does not all of which payments shall be made by the Seller; or (x) enter into any transaction or amendment to a Collective Bargaining Agreement, other than immaterial edits; (xi) agree in writing to take any other action outside of the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementforegoing actions.

Operation of the Business. The Seller or Underlying Asset Peak Equity shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetPeak Equity; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Peak Equity Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Peak Equity Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller Except as otherwise provided in this Agreement, the OneQor Disclosure Schedule, in the Ordinary Course of Business of OneQor, or Underlying Asset consented to in writing by Terra Tech (which consent shall not be unreasonably withheld or delayed), OneQor shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreementall material respects; (b) It uses its commercially reasonable efforts to preserve intact its current business organizationbusiness, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetOneQor; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of OneQor Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securitiessecurities other than the issuance of OneQor Common Stock to employees, consultants or advisors of OneQor; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Planbenefit plan, and does not pay any material bonus or make any profit sharing or similar payment to, or materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any material respect, except as in accordance with GAAP or as required by Law; (i) It does not make any material Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of BusinessPerson; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (lk) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (ml) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other similar rights of any type or scope with respect to any of its services, products or technology; (nm) It does not hire any new officer-level employee; (on) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qo) It does not enter into any transaction or take any other action that likely would reasonably be expected to cause or constitute a Breach of any representation or warranty made by it in this AgreementArticle II.

Operation of the Business. The During the Interim Period: (i) Seller or Underlying Asset shall ensure that, during conduct the Pre-Closing Period: (a) It conducts its operations Business solely in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses use its commercially reasonable best efforts to preserve intact its current business organizationBusiness operations, assets (including all Purchased Assets), organization and goodwill, keep available and not terminate the services of its current officers officers, employees and employees consultants and maintain its relations existing relationships with vendors, customers and goodwill others; and (ii) Seller shall maintain its Monterey Good Standing. In furtherance of, and without limiting the generality of the foregoing, Seller shall: (1) operate the Business in full compliance with all suppliersstate and local Legal Requirements and federal Legal Requirements other than those listed on Schedule 4(K); and (2) not: (a) sell, customerslease, landlordslicense, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset; (c) It does not declare, accrue, set aside create a Lien or pay any dividend or make any other distribution in respect dispose of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; of the Purchased Assets, except use of supplies or sales of Business Inventory in the Ordinary Course; (gb) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge of or encumber Lien on the Property or any fixed Purchased Assets; (c) agree to any non-compete restriction or other assets, other than in similar prohibition on the Ordinary Course of Business; (iid) incuraccelerate or delay collection of, assume or prepay write off, any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in receivables generated by the Ordinary Course of Business; (iiie) assume, guarantee, endorse for the obligations delay or accelerate payment of any account payable or other person, other than in Liability of the Ordinary Course of Business; (ivf) make any loansallow the levels of raw materials, advances supplies, work-in-process or capital contributions to, or investments in, any other Person, other than materials included in the Ordinary Course of Business Inventory to vary from the levels customarily maintained in the Business; (g) cancel, terminate, amend or grant any waiver or Consent under any Contract; (vh) fail cancel, compromise, waive or release any right or Claim (or series of related rights or Claims); (i) amend its organizational documents; (j) settle or compromise any Proceeding; (k) cancel or terminated any Insurance Policies or allow any of the coverage thereunder to maintain insurance consistent with past practices for its business and property; lapse; and/or (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside or permit to exist any circumstance that would or that, with the Ordinary Course giving of Business; and (q) It does not enter into any transaction notice, the lapse of time or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreementboth, could result on Seller losing its Monterey Good Standing.

Operation of the Business. The Seller or Underlying Asset Jebe Production shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetJebe Production; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Jebe Production Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Jebe Production Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Beyond Blue shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetBeyond Blue; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Beyond Blue Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Beyond Blue Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset shall ensure thatPending Closing. Between the date hereof ----------------------------------------- and the Closing Date, during unless Purchaser consents in writing to the Pre-Closing Periodcontrary, other than as provided for herein, Biofluids shall: (a) It conducts its operations conduct the Business in the Ordinary Course of Business ordinary course in accordance with prior practice; (b) make, amend and terminate contracts and operate only in the same manner ordinary course of business; (c) not create or incur indebtedness except current liabilities in the ordinary course of business; (d) not suffer, create or incur any mortgage, security interest, Lien, Lease, encumbrance or restriction on any of the Purchased Assets (other than Permitted Liens); (e) duly comply with all laws, ordinances, rules and regulations applicable to Biofluids and to the conduct of the Business; (f) not make or agree to make any capital expenditures in excess of $10,000 in the aggregate; (g) not sell, lease, dispose of, convey or transfer or agree to sell, lease, dispose of, convey or transfer any Purchased Assets, except sales from Inventory in the ordinary course of business; (h) not incur any fixed or contingent obligation or enter into any agreement, commitment or other transaction or arrangement relating to the Business which (i) may not be terminated by Biofluids on 30 days' notice or less without cost or liability, and (ii) which is not in the ordinary course of the Business, and (iii) which is not transferrable or assignable to Purchaser; (i) use its best efforts to preserve its business organization, retain its employees and preserve good relationships with suppliers, customers and other persons having significant business relationships with the Business; (j) use its best efforts to keep available for possible retention by Purchaser the services of the Employees; (k) not enter into any agreement, arrangement or undertaking with respect to any Employee relating to the payment of any bonus, profit-sharing or special compensation or any increase in the compensation payable to an Employee (other than as required by law or contract) if any such operations have been conducted prior payment will be incurred by Purchaser; (l) maintain in full force and effect all existing insurance policies and keep the Purchased Assets insured in accordance with present practice; (m) maintain the Purchased Assets in a good condition and state of repair, except for reasonable wear and tear; (n) not sell, assign, license or transfer or agree to sell, assign, license or transfer (with or without consideration) any of the Intellectual Property Assets or any interest therein; (o) use its best efforts not to commit any act or omit to do any act which would be or result in a breach of any of its obligations, duties, agreements or representations under any agreement, contract or commitment to which it is a party or to which it enters into subsequent to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action Agreement which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Businesshave a Material Adverse Effect; (p) Except bear the risk of loss or damage to the Purchased Assets on and prior to the Closing Date, and maintain all properties necessary for the conduct of the Business, whether owned or leased, in substantially the same condition as otherwise contemplated hereunderthey now are, it does reasonable wear and tear excepted; and, in the event that any Purchased Asset is damaged on or prior to the Closing Date by any casualty, Biofluids shall give Purchaser immediate written notice of such damage, and, if such damage or destruction has a Material Adverse Effect on the Business, shall afford Purchaser, in its sole and absolute discretion, the right to cancel, terminate or delay the Closing under this Agreement without further liability. (q) maintain the books, records and accounts of Biofluids in the usual, regular and ordinary manner, on a basis consistent with prior periods; (r) not enter into any agreement of any kind or nature with any Affiliate of Biofluids with respect to the Purchased Assets or the Business other than transactions required to give effect to this Agreement; (s) not enter into any transaction or take perform any other action outside act which would make any of the Ordinary Course of Businessrepresentations, warranties or agreements contained in this Agreement false or misleading in any material respect if made again immediately after such transaction or act; and (qt) It does not enter into not, directly or indirectly, sell, transfer or otherwise dispose of, solicit any transaction offer for the purchase or take acquisition of, or engage in any negotiations, discussions or agreements with any Person other action that likely than Purchaser the purpose or result of which would cause be the sale, transfer or constitute a Breach disposition of the Business or any representation or warranty made by it Purchased Assets, excepting only sales from Inventory and other dispositions in this Agreementthe ordinary course of business.

Operation of the Business. The Seller or Underlying Asset Powertech shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetPowertech; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Powertech Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of Powertech Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset Edible Garden shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetEdible Garden; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of Edible Garden Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset UWMC shall ensure that, during the Pre-Closing Period: (a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement; (b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying AssetUWMC; (c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of UWMC Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof; (d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of UWMC Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business; (e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees; (h) It does not change any of its methods of accounting or accounting practices in any respect; (i) It does not make any Tax election; (j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding; (k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due; (m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology; (n) It does not hire any new officer-level employee; (o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

Operation of the Business. The Seller or Underlying Asset S and S shall ensure that, during the Pre-Closing Period, except (i) as otherwise set forth in or contemplated by this Agreement (including any conditions to Closing herein) or (ii) with the prior written consent of Kona Gold, which consent shall not be unreasonably withheld, delayed, denied, or conditioned: (a) It conducts Except as otherwise set forth in the S and S Disclosure Schedule, it shall use commercially reasonable efforts to conduct its operations in the Ordinary Course of Business and in substantially the same manner as such operations have been conducted prior to the date of this AgreementSigning Date; (b) It uses shall use its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees employees, and other Persons having business relationships with the Underlying AssetS and S; (c) It does shall not declare, accrue, set aside aside, or pay any dividend or make any other distribution in respect of any shares of its capital stockstock other than in the Ordinary Course of Business, and does shall not repurchase, redeem redeem, or otherwise reacquire any shares of its capital stock or other securities; (d) It does Except as set forth in the S and S Disclosure Schedule, it shall not sell or otherwise issue (or grant any warrants, options options, or other rights to purchase) any shares of capital stock or any other securities; (e) It does shall not amend its charter documentdocuments, corporate governance document documents, or other Organizational Documents, and does shall not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split split, or similar transaction, other than as necessary to enable the transactions contemplated under this Agreement; (f) It does shall not form any subsidiary or acquire any equity interest or other interest in any other Entity; (g) It does Except as set forth in the S and S Disclosure Schedule, it shall not establish or adopt any Employee Benefit Planemployee benefit plan, and does shall not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits benefits, or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers officers, or employeesemployees other than in the Ordinary Course of Business; (h) It does shall not change any of its methods of accounting or accounting practices in any respect, other than as necessary to enable the transactions contemplated under this Agreement; (i) It does shall not make any Tax election; (j) It does shall not commence or take any action or fail to take any action which would result that results in the commencement of any Proceeding; (k) It does shall not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge pledge, or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume assume, or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances advances, or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property; (l) It pays all debts shall pay any overdue Taxes and Taxesfile any overdue Tax Returns, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when dueif applicable; (m) It does Except as otherwise set forth in the S and S Disclosure Schedule, it shall not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing marketing, or other rights of any type or scope with respect to any of its services, products products, or technologytechnology other than in the Ordinary Course of Business; (n) It does shall not hire any new officer-level employeeemployee without first consulting with Kona Gold; (o) It does shall not revalue any of its assets, including, without limitation, writing writing-down the value of inventory or writing writing-off notes or accounts receivable, receivable except as required in the Ordinary Course of Business; (p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and (qp) It does shall not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this AgreementMaterial Adverse Effect.