Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement and the Consummation Date, the COMPANY has not and, without the prior written consent of VESTCOM, will not: (i) make any change in its Certificate of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate or consolidate or agree to merge, amalgamate or consolidate with or into any other corporation or business entity; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the neither COMPANY has not andshall, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANIES to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of such COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the such COMPANY, provided that the such COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the such COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANIES, including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of any kind with respect to the COMPANIES' capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed set forth on Schedule 7.36.3 or on Annex I to this Agreement, between the date of this Agreement hereof and the Consummation Date, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notRV Centers: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 4.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount per contract, commitment, liability or expenditure, in the aggregate, not in excess of $10,000, including contracts to provide services to customers100,000 except for purchases and sales of recreational vehicles inventory in the ordinary course of business; (v) increase the compensation payable create or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment, (excluding rolling stock inventory) with an aggregate cost, per item, not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 4.10(b), 4.15(b) and/or 4.16 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment with a net book value in excess of $25,000 except in the normal course of business; (viiivii) negotiate consummate or enter into any commitment for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 4.11 unless specifically listed thereon; (xix) commit a material breach of or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; orCompany; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (xii) pay or agree to pay salary, bonus, sales commissions, fees or any other form of compensation, directly or indirectly, to the Stockholders or any members of their family in excess of the aggregate monthly compensation provided for in Annex I hereto.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has except as specifically contemplated hereby, including but not andlimited to, Section 5.4, AIRNET will not, without the prior written consent of VESTCOM, will notINVESTORS: (ia) make any change in its Certificate or Articles of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind, other than as provided for, or contemplated by, this Agreement; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except with respect to the following "Permitted Liens": (1i) purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the business of AIRNET, or (2ii)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (ii) being referred to herein as "Statutory Liens"), or (iii) liens set forth on Schedule 2.7 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANYAIRNET, provided that the COMPANY AIRNET may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 2.8 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations, AIRNET will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in AIRNET's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in AIRNET's business, (iv) amend or enter into a new Plan (except as required by Law) or amend or enter into a new collective bargaining agreement, or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Funding and Consummation Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notCEI: (i) make any change in its Articles or Certificate of Incorporation or By-laws; (ii) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims claim of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial contract, or material agreement, permit, license or other right of to which the COMPANYCOMPANY is a party or as to which it is a beneficiary; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3set forth in SCHEDULE 7.8, between the date of this Agreement hereof and the Consummation DateEffective Time, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notCCC: (ia) make any change in its Certificate Articles of Incorporation or By-lawsBylaws, or authorize or propose the same; (iib) issue issue, deliver or sell, authorize or propose the issuance, delivery or sale of any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind, or authorize or propose any change in its equity capitalization, or issue or authorize the issuance of any debt securities, except (a) as required under any currently existing "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), any currently existing employment agreement or any currently existing buy sell agreements, (b) shares issued upon exercise of options or other rights outstanding as of the date hereof, or (c) shares, if any, required to be issued under the tax-qualified employee stock ownership plan; (iiic) declare or pay any dividend, or make any distribution (whether in cash, stock or property) in respect of its stock whether now or hereafter outstanding, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, stock except as permitted by Sections 7.10 and 7.11provided above in subsection (b); (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, or guarantee any indebtedness, except if it is in the normal ordinary course of business (and consistent with past practice) and involves practice in an amount not in excess of $10,000, including contracts to provide services to customers50,000 individually; (ve) except in the ordinary course of business consistent with past practice or as required by contract or law, increase the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholder, employee or employee, agent, representative or independent contractor; make any bonus or management fee payment to any such person, person (except ordinary for accrued and customary bonuses unpaid bonuses); make any loans or salary increases to employees consistent with past practice advances; adopt or create amend any new bonus plan Plan; or other benefit plan for the benefit of grant any officer, director, STOCKHOLDER, employee severance or agenttermination pay; (vif) createcreate or assume any mortgage, assume pledge or permit to exist any Lien, other lien or encumbrance (other than Permitted Encumbrances) upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (viig) sell, assign, lease lease, pledge or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of businessbusiness consistent with past practice; (viiih) acquire or negotiate for the acquisition of (by merger, consolidation, purchase of a substantial portion of assets or otherwise) any business or the start-up of any new business and will cause the STOCKHOLDERS not business, or otherwise acquire or agree to acquire any assets that are material, individually or negotiate for in the acquisition of any new business or start up any new businessaggregate, to the Company; (ixi) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) commit a material breach of or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right except for any amendments or terminations in the ordinary course of the COMPANY; orbusiness; (xiil) enter into any other transaction (i) that is not negotiated at arm's length with a third party not affiliated with the Company or any officer, director or Stockholder of the Company or (ii) outside the ordinary course of its business consistent with past practice or (iii) prohibited hereunder; (m) commence a lawsuit other than for routine collection of bills; (n) revalue any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (o) make any tax election other than in the ordinary course of business and consistent with past practice, change any tax election, adopt any tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax Return, enter into any closing agreement, settle any tax claim or assessment, or consent to any tax claim or assessment, without the prior written consent of CCC; or (p) take, or agree (in writing or otherwise) to take, any of the actions described in Sections 7.8(a) through (o) above, or any action which would make any of the representations and warranties of the Company and the Stockholders contained in this Agreement untrue or result in any of the conditions set forth in Articles 8 and 9 not being satisfied.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANY, including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of 42 any kind with respect to the COMPANY's capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation DateClosing Date of such Target Company, the COMPANY has Partnership and such Target Company shall not and(except as provided in this Agreement), without the prior written consent of VESTCOMXxxxxx and DII, which consent will notnot be unreasonably withheld or delayed: (ia) make any change in its Certificate articles of Incorporation incorporation, bylaws, certificates of limited partnership or By-lawspartnership agreements; (iib) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iiic) declare or pay any dividend, dividend or make any distribution in with respect of its to any Target Company stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its Target Company stock, except as permitted by Sections 7.10 and 7.11; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers10,000 individually or $100,000 in the aggregate; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiig) except with respect to the acquisition of the assets of Expressline, negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights or claims of the COMPANYany Target Company, provided that the COMPANY Target Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xij) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYany Target Company; or (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 and except as expressly permitted by Section 10.6, between the date of this Agreement hereof and the Funding and Consummation Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notPARENT: (i) make any change in its Certificate or Articles of Incorporation or By-laws;; or (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; or (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11;; or (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers;50,000; or (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienborrowing, debt, mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth debt in an aggregate amount not to exceed the amount of debt outstanding on Schedule 5.14 heretothe Balance Sheet Date, or (2) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of the COMPANY, (3) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business;business (the liens set forth in clause (3) being referred to herein as "Statutory Liens"), or (4) liens set forth on Schedule 5.10 and/or 5.15 hereto; or (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business;; or (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business;; or (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entity;corporation; or (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon;; or (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or as otherwise expressly contemplated by this Agreement, between the date of this Agreement hereof and the Consummation Date, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notPentacon: (i) make any change in its Certificate Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except for (1) dividends paid in respect of the Company's Accumulated Adjustment Accounts provided that any such dividends shall reduce, except as permitted dollar-for-dollar, the amount of cash consideration to be received by Sections 7.10 the Stockholder on the Consummation Date whether or not such dividend is listed or described on a schedule attached hereto and 7.11(2) dividends paid to cover estimated quarterly tax payments required to be made by the Stockholders and Other Stockholders; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, or (2) (A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10, 5.15 and/or 5.16 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of businessbusiness and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 to the extent they exceed the reserves, if any, established therefor, or unless specifically listed thereon; (xix) breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYCompany provided that the Company may continue to administer vendor and supplier contracts in the ordinary course of business provided written notice of any such material amendments or terminations is provided to Pentacon as soon as possible following such action and in any event prior to the Closing; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.;

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andGlobalNet will not, without the prior written consent of VESTCOMHost, will not:engage in any of the following (the “Prohibited Activities’): (ia) make Make any change in its Certificate of Incorporation or By-lawsCharter Documents; (iib) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iiic) declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) Deliver or sell, authorize the delivery or sale of, or purchase or propose the purchase of, any shares of its stock; (e) Except as listed in Schedule 6.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers); (vf) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) createCreate, assume or permit to exist any Liennew mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of GlobalNet, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's’s, mechanics', workers', repairmen's, employees' ’ or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as “Statutory Liens”), or (3) liens to be set forth on Schedule 3.7 and/or 3.11 to the GlobalNet Disclosure Letter; (viig) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiih) negotiate Negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixi) merge, amalgamate Merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive Waive any material rights or claims of the COMPANYGlobalNet, provided that the COMPANY GlobalNet may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) Commit a material breach or amend or terminate any Material Contract, Documents or material permit, license or other right of the COMPANYGlobalNet; or (xiil) enter Enter into any other material transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or otherwise permitted by Section 7.14 or 7.15 of this Agreement, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, except as permitted by Sections 7.10 and 7.11;1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 38 necessary or desirable for the conduct of the business of the COMPANY, or (22)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Benefit Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement December 6, 1997 and the Consummation Closing Date, the COMPANY Company (including the Company's Subsidiaries) has not andnot, without the prior written consent of VESTCOM, will notCLC: (i) make 7.3.1 made any change in its Certificate of Incorporation or By-laws; (ii) issue 7.3.2 issued any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare 7.3.3 declared or pay paid any dividend, or make made any distribution in respect of its stock whether now or hereafter outstanding, or purchasepurchased, redeem redeemed or otherwise acquire acquired or retire 113 retired for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter 7.3.4 entered into any contract or commitment or incur incurred or agree agreed to incur any liability or make any capital expenditures, except if it is was in the normal course of business (consistent with past practice) and involves involved an amount not in excess of $10,00020,000, including contracts to provide services to customers; (v) increase 7.3.5 increased the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholder, employee or agent, or make made any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create created any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDERStockholder, employee or agent; (vi) create7.3.6 created, assume assumed or permit permitted to exist any Lien, Lien upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 5.15 hereto, or (2) liens for taxes either not yet due or materialmenmaterial men's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell7.3.7 sold, assignassigned, lease leased or otherwise transfer transferred or dispose disposed of any property or equipment except in the normal course of business; (viii) negotiate 7.3.8 negotiated for the acquisition of any business or the start-up of any new business and will cause has caused the STOCKHOLDERS Stockholders not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge7.3.9 merged, amalgamate amalgamated or consolidate consolidated or agree agreed to merge, amalgamate or consolidate with or into any other corporation or business entity; (x) waive 7.3.10 waived any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate have negotiated and adjust adjusted bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall are not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) breach 7.3.11 breached or amend amended or terminate terminated any Material Contract, or material permit, license or other right of the COMPANYCompany; or (xii) enter 7.3.12 entered into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement and the Consummation Closing Date, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notParent: (i) make any change in its Certificate of Incorporation Charter Documents or Byby-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, Lien upon any assets asset or properties property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of (1) liens set forth on Schedule 5.14 hereto, or (2) liens Liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.10 or 6.15; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims of the COMPANY, claim; provided that the COMPANY it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 6.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYright; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andexcept as specifically contemplated hereby, POWERCREW will not, without the prior written consent of VESTCOMCONDOR, will notwhich consent shall not be unreasonably withheld or delayed: (ia) make any change in its Certificate or Articles of Incorporation or By-lawsLaws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers5,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1i) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $5,000 necessary or desirable for the conduct of the business of POWERCREW, or (2ii)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (ii) being referred to herein as "Statutory Liens"), or (iii) liens set forth on Schedule 2.7 or 2.12 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANYPOWERCREW, provided that the COMPANY POWERCREW may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 2.8 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations, POWERCREW will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in POWERCREW's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in POWERCREW's business, (iv) amend or enter into a new Plan (except as required by Law) or amend or enter into a new collective bargaining agreement, or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andASH will not, without the prior written consent of VESTCOMNewco, will not:engage in any of the following (the "Prohibited Activities"): (i) make Make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4 to the ASH Disclosure Letter; (iii) declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) createCreate, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of ASH, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 to the ASH Disclosure Letter; (viivi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate Negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate Merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive Waive any material rights or claims of the COMPANYASH, provided that the COMPANY ASH may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 to the ASH Disclosure Letter unless specifically listed thereon; (xix) Commit a breach or amend or terminate any Material Contract, Documents or material permit, license or other right of the COMPANYASH; or (xiixi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMATOWSUB, will not: (i) 5.3.1 make any change in its Certificate articles of Incorporation incorporation or By-lawsbylaws; (ii) 5.3.2 issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.3.2 of the Disclosure Schedule; (iii) 5.3.3 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) 5.3.4 enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (i) it is in the Ordinary Course of Business or (i) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business (consistent with past practice) and , it involves an amount not in excess of $10,000, including contracts to provide services to customers10,000.00; (v) 5.3.5 increase the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholder, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (i) bonuses or salary increases to employees (other than the Stockholder or their affiliates) consistent with past practice and (ii) increases in salaries and commissions payable to employees (other than to Stockholder and their affiliates), provided that neither the salary nor the commission payable to any employee may increase to a level higher than one hundred FIVE percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officerbonus, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) 5.3.6 create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $15,000 necessary or desirable for the conduct of the businesses of the COMPANY (including the COMPANY's Subsidiaries), or (ii) liens set forth on Schedule 5.14 hereto, 5.3.6 of the Disclosure Schedule or (2iii) liens for taxes either not yet due or materialmenmaterial men's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of businessBusiness; (vii) 5.3.7 sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course Ordinary Course of businessBusiness; (viii) 5.3.8 negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate 5.3.9 merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) 5.3.10 waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.3.10 of the Disclosure Schedule unless specifically listed thereon; (xi) 5.3.11 commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the tax liability of the COMPANY or ATOWSUB following the Merger in any taxable period; or (xii) 5.3.12 enter into any other transaction outside the ordinary course Ordinary Course of its business Business or prohibited hereunder.

Prohibited Activities. Except as disclosed set forth on Schedule 7.34.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notPurchaser: (i) make any change in its Certificate Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted that the Company may declare and pay dividends to the Stockholders in an aggregate amount not exceeding the lesser of (a) the Stockholders' Accumulated Adjustments Accounts or (b) $18,136,000; it being agreed that any such dividends will reduce the Purchase Price by Sections 7.10 and 7.11the amount of such dividends; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves practice in an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the Company, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businesscourseof business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"); (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business other entity; (xix) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; ; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.Company;

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or otherwise permitted by Section 7.13 of this Agreement, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of February 28, except as permitted by Sections 7.10 and 7.11;1997. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) (A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement and the Consummation Closing Date, the COMPANY has not andStockholders will not, without the prior written consent of VESTCOMParent, will notpermit the Company to: (i) make any change in its Certificate of Incorporation Charter Documents or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, Company Stock (except as permitted by Sections 7.10 the declaration and 7.11payment of dividends pursuant to Section 10.4); (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, Lien upon any assets asset or properties property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 as necessary or desirable for the conduct of its businesses, (y) (1) liens set forth on Schedule 5.14 hereto, or (2) liens Liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 5.10 or 5.15; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims of the COMPANY, claim; provided that the COMPANY it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYright; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation DateClosing, ---------------------- except as provided in Section 5.12, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notRIGINC: (ia) make any change in its Certificate Articles of Incorporation or By-lawsBylaws, or authorize or propose the same; (iib) issue issue, deliver or sell, authorize or propose the issuance, delivery or sale of any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind, or authorize or propose any change in its equity capitalization, or issue or authorize the issuance of any debt securities; (iiic) declare or pay any dividend, or make any distribution (whether in cash, stock or property) in respect of its stock whether now or hereafter outstanding, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, or guarantee any indebtedness, except if it is in the normal ordinary course of business (and consistent with past practice) and involves practice in an amount not to exceed, in excess aggregate, $50,000 (or except as may be permitted in connection with the performance of $10,000the provisions of Section 7.5), including contracts to provide services to customers; (ve) increase the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholder, employee or employee, agent, representative or independent contractor; make any bonus or management fee payment to any such person; make any loans or advances; adopt or amend any Company Plan or Company Benefit Arrangement; grant any severance or termination pay; or hire any employees other than clerical or secretarial employees who have annual salaries exceeding, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officerin aggregate, director, STOCKHOLDER, employee or agent$50,000; (vif) createcreate or assume any mortgage, assume pledge or permit to exist any Lien, other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, acquired (except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising as may be permitted in connection with the ordinary course performance of businessthe provisions of Section 7.5); (viig) sell, assign, lease lease, pledge or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of businessbusiness consistent with past practice in an amount not to exceed, in aggregate, $10,000 (or except as may be permitted in connection with the performance of the provisions of Section 7.5); (viiih) except as permitted by Section 5.7(d), acquire or negotiate for the acquisition of (by merger, consolidation, purchase of a substantial portion of assets or otherwise) any business or the start-up of any new business and will cause the STOCKHOLDERS not business, or otherwise acquire or agree to acquire or negotiate for the acquisition of any new business or start up any new businessassets; (ixi) merge, amalgamate merge or consolidate or negotiate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) commit a breach of or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; orright; (xiil) enter into any other transaction (i) that is not negotiated at arm's length with a third party not affiliated with the Company or any officer, director or Stockholder of the Company or (ii) outside the ordinary course of its business consistent with past practice or (iii) prohibited hereunder; (m) commence a lawsuit other than for routine collection of bills; (n) revalue any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (o) make any tax election other than in the ordinary course of business and consistent with past practice, change any tax election, adopt any tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax Return, enter into any closing agreement, settle any tax claim or assessment, or consent to any tax claim or assessment, without the prior written consent of RIGINC; (p) change the name of the Company, or operate under or use any legal name, trade name, fictitious name or other name, other than the names listed on Schedule 3.19 in the jurisdictions indicated; (q) introduce any promotional offer, including, without limitation, discounted and free products or services or reduce standard pricing levels for the Company's goods or services with pricing that is less than 20% below the average pricing for comparable clients; or (r) take, or agree (in writing or otherwise) to take, any of the actions described in Sections 5.7(a) through (q) above, or any action which would make any of the representations and warranties of the Company and the Stockholders contained in this Agreement untrue or result in any of the conditions set forth in Articles VI and VII not being satisfied.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the neither COMPANY has not andshall, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANIES to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of such COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the such COMPANY, provided that the such COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the such COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANIES (except as set forth herein), including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of any kind with respect to the COMPANIES' capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andSelect Force will not, without the prior written consent of VESTCOMHost, will not:engage in any of the following (the "Prohibited Activities'): (ia) make Make any change in its Certificate of Incorporation or By-lawsCharter Documents; (iib) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants to be listed in Schedule 3.3 to the Select Force Disclosure Letter; (iiic) declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) Deliver or sell, authorize the delivery or sale of, or purchase or propose the purchase of, any shares of its stock; (e) Except as listed in Schedule 6.3 and except for that certain promissory note, in the amount of $150,000.00, dated July 11, 2001, between Select Force and Host, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers5,000; (vf) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) createCreate, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of Select Force, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens to be set forth on Schedule 3.7 and/or 3.11 to the Select Force Disclosure Letter; (viig) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiih) negotiate Negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixi) merge, amalgamate Merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive Waive any material rights or claims of the COMPANYSelect Force, provided that the COMPANY Select Force may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) Commit a breach or amend or terminate any Material Contract, Documents or material permit, license or other right of the COMPANYSelect Force; or (xiil) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has U.K. Stockholder will not and, without permit the prior written consent of VESTCOM, will notCompany to: (i) 7.3.1 make any change in its Certificate Memorandum and Articles of Incorporation or By-lawsAssociation; (ii) 7.3.2 issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) 7.3.3 declare or pay any dividend, or make any distribution in respect of its stock shares whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11shares; (iv) 7.3.4 enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers(pound)6,250; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) 7.3.5 create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: 7.3.5.1 with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of (1) liens set forth on Schedule 5.14 heretopound)6,250 necessary or desirable for the conduct of the businesses of the Company, or (2) Healthworld Agreement and Plan of Organization/UK Draft of August 27, 1997 ------------------------------------------------------------------------------- 7.3.5.2 liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or 7.3.5.3 materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business, or 7.3.5.4 liens set forth on Schedule 5.10 hereto; (vii) 7.3.6 sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) 7.3.7 negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate 7.3.8 merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) 7.3.9 waive any material rights or claims of the COMPANY, Company; provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) 7.3.10 commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYCompany; or (xii) 7.3.11 enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has U.K. Stockholder will not and, without permit the prior written consent of VESTCOM, will notCompany to: (i) 7.3.1 make any change in its Certificate Memorandum and Articles of Incorporation or By-lawsAssociation; (ii) 7.3.2 issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) 7.3.3 declare or pay any dividend, or make any distribution in respect of its stock shares whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11shares; (iv) 7.3.4 enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers(pound)6,250; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) 7.3.5 create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: 7.3.5.1 with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of (1) liens set forth on Schedule 5.14 heretopound)6,250 necessary or desirable for the conduct of the businesses of the Company, or (2) Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 ------------------------------------------------------------------------------- 7.3.5.2 liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or 7.3.5.3 materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business, or 7.3.5.4 liens set forth on Schedule 5.10 hereto; (vii) 7.3.6 sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) 7.3.7 negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate 7.3.8 merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) 7.3.9 waive any material rights or claims of the COMPANY, Company; provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) 7.3.10 commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYCompany; or (xii) 7.3.11 enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; ; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except Between the Balance Sheet Date and the Merger --------------------- Effective Date, no COMPANY will, except as disclosed on Schedule 7.3, related to effecting the merger between the date of this Agreement and the Consummation Date, the COMPANY has not andCOMPANIES, without the prior written consent of VESTCOM, will notUSFLORAL: (i) make any change in its Certificate their respective Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, dividend or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its it stock, except as permitted by Sections 7.10 and 7.11other than dividends or bonuses in the ordinary course of its business of up to $50,000; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not expenditures in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDERSTOCKHOLDERS, employee or agentagent other than ordinary salary increases implemented on a basis consistent with past practices, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) liens as set forth on in Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business8.3(vi); (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment equipment, except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereonclaims; (xi) breach or permit a breach, amend or terminate any Material Contract, material agreement or material any permit, license or other right of the COMPANYright; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANY, including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of any kind with respect to the COMPANY's capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock, except that the STOCKHOLDERS may give shares of COMPANY Stock to their children and may transfer shares of COMPANY Stock to employees of the COMPANY provided the total number of issued and outstanding shares of COMPANY Stock does not increase; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANY, including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of any kind with respect to the COMPANY's capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or otherwise permitted by Sections 7.11 or 7.12 of this Agreement, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, except as permitted by Sections 7.10 and 7.11;1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers10,000 ; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) (A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement and the Consummation Closing Date, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notParent: (i) make any change in its Certificate of Incorporation Charter Documents or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 6.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock Company Stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11Company Stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers20,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, Lien upon any assets asset or properties property whether now owned or hereafter acquired, except (x) with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $20,000 as necessary or desirable for the conduct of its businesses, (y) (1) liens set forth on Schedule 5.14 hereto, or (2) liens Liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens Liens arising in the ordinary course of business, or (3) Liens set forth on Schedule 6.10 or 6.15; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims of the COMPANY, claim; provided that the COMPANY it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 6.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYright; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.; provided, however, that the Company may distribute to the Stockholders, prior to the Closing, funds necessary to pay the income tax liability accruing to them on account of Company revenue (the

Prohibited Activities. Except as disclosed on Schedule 7.3, and except as expressly permitted by Section 10.6, between the date of this Agreement hereof and the Funding and Consummation Date, the COMPANY has not andCOMPANIES will not, without the prior written consent of VESTCOM, will notPARENT: (i) make any change in its Certificate their Articles of Incorporation or By-laws;; or (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its their securities of any kind;kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; or (iii) declare or pay any dividend, or make any distribution in respect of its their stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11;; or (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers;50,000; or (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienborrowing, debt, mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth debt in an aggregate amount not to exceed the amount of debt outstanding on Schedule 5.14 heretothe Balance Sheet Date, or (2) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of the COMPANIES, (3) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business;business (the liens set forth in clause (3) being referred to herein as "Statutory Liens"), or (4) liens set forth on Schedule 5.10 and/or 5.15 hereto; or (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business;; or (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business;; or (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entity;corporation; or (xix) waive any material rights or claims of the any COMPANY, provided that the a COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon;; or (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the any COMPANY; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3SCHEDULE 4.3, between the date of this Agreement Balance Sheet Date and the Consummation Closing Date, the COMPANY Company has not and, without the prior written consent of VESTCOMBuyer, will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsbylaws or comparable organizational documents; (ii) issue issue, reissue, sell, deliver, transfer, repurchase, redeem, acquire or pledge or authorize or propose the issuance, reissuance, sale, delivery, transfer, repurchase, redemption, acquisition or pledge of shares of capital stock of any securitiesclass or series, or any securities convertible into capital stock of any class or series or grant or enter into any rights, warrants, options, warrants, calls, conversion rights agreements or commitments relating with respect to its the issuance of such capital stock or convertible securities or amend any terms of any kindsuch right, warrant, option, agreement or commitment; (iii) declare declare, set aside or pay any dividenddividend or other distribution (whether in cash, securities or make property or any distribution combination thereof) in respect of any class or series of its stock whether now capital stock; (iv) adjust, split, combine, subdivide or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value reclassify any shares of its capital stock, except as permitted by Sections 7.10 and 7.11the case may be, or any option, warrant or right relating thereto; (ivv) allow the Company's net worth to be negative; (vi) create, incur, assume or guarantee any indebtedness, other than in the ordinary course of business, consistent with past practice; (vii) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,00025,000, including contracts to provide services to customers; (vviii) increase the compensation payable or to become payable to any officer, director, STOCKHOLDERshareholder, employee or agentagent (except for ordinary and customary salary increases for employees in accordance with past practice), adopt or amend any employee benefit plan, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (viix) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the business of the Company, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens") or (3) Liens existing as of the date of this Agreement as set forth on SCHEDULE 2.15 hereto; (viix) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiixi) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixxii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entityanother Person; (xxiii) waive any material rights or claims of the COMPANYCompany pursuant to any contract or under any Laws, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 SCHEDULE 2.11 unless specifically listed thereon; (xixiv) commit a material breach or amend or terminate any Material Contractagreement, or material permit, license or other right of the COMPANY; orCompany; (xiixv) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xvii) change any of the accounting or tax principles, practices or methods used by the Company or fail to maintain the accounts, books and records of the Company in the usual, regular and ordinary manner on a basis consistently applied; (xviii) enter into, adopt, amend or terminate any collective bargaining agreement; (xix) enter into any transaction, agreement or arrangement with, any of its Affiliates, officers, directors, partners, employees, agents, consultants, stockholders or their Affiliates, associates or family members; (xx) settle or compromise any Tax liability or agree to any adjustment of any Tax attribute or make any election with respect to its Taxes; (xxi) fail to duly and timely file any Tax Return with the appropriate Governmental Authorities required to be filed by it in a true, correct and complete form or to timely pay all Taxes shown to be due thereon; (xxii) revoke the Company's election to be taxed under the provisions of Subchapter S of the Code, or take any action (or allow any action to be taken) that would result in a termination of such election; or (xxiii) enter into any agreement, commitment or transaction with respect to taking any of the foregoing actions or any action that would make any representation or warranty contained in this Agreement untrue or incorrect in any material respect or which could reasonably be expected to prevent the satisfaction of any condition to Closing set forth in Sections 5 or 6 hereof or to otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andGlobalnet will not, without the prior written consent of VESTCOMHost, will not:engage in any of the following (the “Prohibited Activities’): (ia) make Make any change in its Certificate of Incorporation or By-lawsCharter Documents; (iib) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iiic) declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) Deliver or sell, authorize the delivery or sale of, or purchase or propose the purchase of, any shares of its stock; (e) Except as listed in Schedule 6.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers); (vf) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) createCreate, assume or permit to exist any Liennew mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of Globalnet, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's’s, mechanics', workers', repairmen's, employees' ’ or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as “Statutory Liens”), or (3) liens to be set forth on Schedule 3.7 and/or 3.11 to the Globalnet Disclosure Letter; (viig) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiih) negotiate Negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixi) merge, amalgamate Merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive Waive any material rights or claims of the COMPANYGlobalnet, provided that the COMPANY Globalnet may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) Commit a material breach or amend or terminate any Material Contract, Documents or material permit, license or other right of the COMPANYGlobalnet; or (xiil) enter Enter into any other material transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, neither the COMPANY has not andCompany nor any Subsidiary will, without the prior written consent of VESTCOM, will notClarant: (ia) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (iib) grant or issue any securities, options, warrants, callsOptions, conversion rights or commitments of any kind relating to its securities of any kind;kind other than in connection with the exercise of Options listed on SCHEDULE 5.3; 39 (iiic) declare or pay any dividend, or make any distribution in respect of its stock securities whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares securities or engage in any transaction that will significantly affect the cash reflected on the Balance Sheet of its stock, except as permitted by Sections 7.10 and 7.11the Company at the Balance Sheet Date; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal course Ordinary Course of business (consistent with past practice) Business and involves an amount not in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lien, Encumbrance upon any assets or properties whether now owned or hereafter acquired, except (i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the Business of the Company and its Subsidiaries, (ii) (1) liens set forth on Schedule 5.14 hereto, for Taxes either not yet delinquent or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of businessBusiness (the liens set forth in clause (ii) being referred to herein as "Statutory Liens"), or (iii) liens set forth on SCHEDULE 5.11 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property property, assets or equipment except in the normal course Ordinary Course of businessBusiness; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entity; (xi) waive any material rights right or claims claim of the COMPANYCompany or any Subsidiary, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 on SCHEDULE 5.12 unless specifically listed thereon; (xij) commit a material breach or amend or terminate any Material Contract, Contract to which the Company or material permit, license any Subsidiary is a party or other right of the COMPANY; oras to which it is a beneficiary; (xiik) enter into any other transaction outside the ordinary course Ordinary Course of its business Business or prohibited hereunder; (l) except in the Ordinary Course of Business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, neither the Company nor any Subsidiary will (A) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the officers, directors or employees engaged in the Company's or any Subsidiary's Business, (B) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such officers, directors or employee, whether past or present, (C) enter into any new employment, severance, consulting, or other compensation agreement with any existing officers, directors or employee engaged in the Company's or any Subsidiary's Business, (D) amend or enter into a new Plan or Other Benefit Obligation (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (E) engage in any Affiliate Transactions; (m) make or change any Tax election, amend any Tax Return or take or omit to take any other action not in the Ordinary Course of Business and consistent with past practice that would have the effect of increasing any Taxes of Clarant, the Company or any Subsidiary for any Taxable Period ending after the Closing Date; or (n) without the express prior written consent of Clarant, amend, modify, repeal or otherwise alter the approvals of the Company's board of directors or by the Company's stockholders attached hereto as EXHIBIT 5.2.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMATOWSUB, will not: (i) 5.3.1 make any change in its Certificate articles of Incorporation incorporation or By-lawsbylaws; (ii) 5.3.2 issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.3.2 of the Disclosure Schedule; (iii) 5.3.3 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) 5.3.4 enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (i) it is in the Ordinary Course of Business or (i) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business (consistent with past practice) and , it involves an amount not in excess of $10,000, including contracts to provide services to customers15,000.00; (v) 5.3.5 increase the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholders, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (i) bonuses or salary increases to employees (other than the Stockholders or their affiliates) consistent with past practice and (ii) increases in salaries and commissions payable to employees (other than to Stockholders and their affiliates), provided that neither the salary nor the commission payable to any employee may increase to a level higher than one hundred FIVE percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officerbonus, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) 5.3.6 create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $15,000.00 necessary or desirable for the conduct of the businesses of the COMPANY (including the COMPANY's Subsidiaries), or (ii) liens set forth on Schedule 5.14 hereto, 5.3.6 of the Disclosure Schedule or (2iii) liens for taxes either not yet due or materialmenmaterial men's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of businessBusiness; (vii) 5.3.7 sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course Ordinary Course of businessBusiness; (viii) 5.3.8 negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate 5.3.9 merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) 5.3.10 waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.3.10 of the Disclosure Schedule unless specifically listed thereon; (xi) 5.3.11 commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the tax liability of the COMPANY or ATOWSUB following the Merger in any taxable period; or (xii) 5.3.12 enter into any other transaction outside the ordinary course Ordinary Course of its business Business or prohibited hereunder.

Prohibited Activities. Except as disclosed on in Schedule 7.3, between the --------------------- date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMHDS, will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal ordinary course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (x) bonuses or salary increases to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commission rates payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor any commission rate payable to any employee may increase to more than one hundred five percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officersuch commission rate, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) liens set forth on Schedule 5.14 hereto, hereto or (23) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that -------- the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, -------- ------- that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the Tax liability of the COMPANY (or HDS following the Merger) in any taxable period; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement and the Consummation Date, the COMPANY has not and, without the prior written consent of VESTCOM, will not: (i) make any change in its Certificate of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate or consolidate or agree to merge, amalgamate or consolidate with or into any other corporation or business entity; ; 65 (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has U.S. Stockholders will not and, without permit the prior written consent of VESTCOM, will notCompany to: (i) 7.3.1 make any change in its Certificate certificate of Incorporation incorporation or Byby-laws; (ii) 7.3.2 issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) 7.3.3 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 stock (provided that the Company may declare and 7.11pay dividends pursuant to Section 10.5 hereof); (iv) 7.3.4 enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) 7.3.5 create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) except: 7.3.5.1 with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or (2) desirable for the conduct of the businesses of the Company, 7.3.5.2 liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) 7.3.5.3 materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business, or Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- 7.3.5.4 liens set forth on Schedule 5.10 hereto; (vii) 7.3.6 sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) 7.3.7 negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate 7.3.8 merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) 7.3.9 waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) 7.3.10 commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANYCompany; or (xii) 7.3.11 enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on in Schedule 7.3, between --------------------- the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMHDS, will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal ordinary course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $10,000, including contracts to provide services to customers100,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (x) bonuses or salary increases to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commission rates payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor any commission rate payable to any employee may increase to more than one hundred five percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officercommission rate, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) liens set forth on Schedule 5.14 hereto, hereto or (23) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness ; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that -------- the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, -------- ------- that such adjustments shall not be deemed to be included in Schedule 5.10 5.11 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the Tax liability of the COMPANY (or HDS following the Merger) in any taxable period; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or otherwise permitted by Section 7.14 or 7.15 of this Agreement, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iiic) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, except as permitted by Sections 7.10 and 7.11;1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (22)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xi) waive any material rights right or claims claim of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xij) breach or commit a material breach, materially amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or; (xiik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Benefit Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement and the Consummation Date, the COMPANY has not and, without the prior written consent of VESTCOM, will not: (i) make any change in its Certificate of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lien, upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business;5.14 (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate or consolidate or agree to merge, amalgamate or consolidate with or into any other corporation or business entity; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on in Schedule 7.3, --------------------- between the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMHDS (which consent shall not be unreasonably withheld or delayed), will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4 or as otherwise provided in this Agreement or any schedule; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except stock or as permitted by Sections 7.10 and 7.11otherwise provided in this Agreement or any schedule; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if unless (x) it is in the normal ordinary course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (x) bonuses or salary increases to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commission rates payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor such commission rate payable to any employee may increase to more than one hundred five percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officercommission rate, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $50,000 necessary or desirable for the conduct of the businesses of the COMPANY (including the COMPANY's Subsidiaries), or (2) liens set forth on Schedule 5.14 hereto, hereto or (23) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate except for COMPANY's negotiation and adjust adjustment of bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes that would in any way adversely affect the Tax liability of the COMPANY or any Acquired Party (or HDS following the Merger) in any taxable period; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or, if not in the normal course of business, involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANY, including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of 42 any kind with respect to the COMPANY's capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.3, between From the date of this Agreement hereof and until the Consummation Date, the COMPANY has not andClosing, without the prior written consent of VESTCOMNCI (not to be unreasonably withheld) or unless this Agreement or either of the Contribution Agreement or the Reorganization Agreement requires or expressly permits, RCC will not and will cause the Company to not: (ia) make any change in its Certificate Charter Documents or permit any of Incorporation or By-lawsits Subsidiaries to make any change in their respective Charter Documents; (iib) issue any securities, options, warrants, calls, conversion rights or commitments relating to of its securities of any kindCapital Stock; (iiic) declare or pay any dividend, or make any distribution investments in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11Person; (ivd) (A) make, or enter into any contract or commitment to make, any capital expenditures (1) in a single transaction or a series of related transactions involving an aggregate amount of more than $250,000, (2) involving an aggregate total amount of more than $1,000,000 or (3) otherwise than in the ordinary course of its business and consistent with its recent past practices or (B) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is other liabilities involving an aggregate amount of more than $250,000 otherwise than in the normal ordinary course of its business (and consistent with its recent past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customerspractices; (ve) (A) increase or commit or promise to increase materially the compensation Cash Compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, consultant or independent contractor of the Acquired Business or make any discretionary bonus or management fee payment to any such personPerson, except ordinary and customary bonuses or salary increases to employees at the times and in the amounts consistent with its recent past practice practices; (B) adopt, establish, amend or create terminate any new bonus plan ERISA Employee Benefit Plan, or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee Other Compensation Plan or agentEmployee Policies and Procedures; (vif) create, assume or permit to exist be created or imposed any Lien, Liens (other than Permitted Liens) upon any of its properties or other assets or properties any of the Acquired Assets, whether now owned or hereafter acquired, except for purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $250,000 and necessary or desirable for the conduct of the Acquired Business; (1g) liens set forth on Schedule 5.14 heretoother than (i) purchases from vendors or suppliers in the ordinary course of business consistent with past practice or (ii) any single or series of acquisitions, whether or not related, where the fair market value of the total consideration payable in all such acquisitions does not exceed $250,000 in the aggregate, acquire or agree to acquire, in a single transaction or a series of transactions, by merging or consolidating with, or (2) liens for taxes either not yet due by purchasing a substantial equity interest in or materialmen'sa substantial portion of the assets of, mechanics'or by any other manner, workers'any business or any corporation, repairmen'spartnership, employees' association or other like liens arising business organization or division thereof; provided, however, that in any event, RCC and the Company shall not, nor shall they permit any of their respective Subsidiaries to, make any such acquisition, agreement or purchase if it is reasonably likely to prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (h) except in the ordinary course of business consistent with past practice, modify, amend, terminate or renew any Company Commitment to which the Company or any of its Subsidiaries is or will be a party or which otherwise is or will be, an Acquired Asset, or waive, release or assign any material rights or claims which is or will be an Acquired Asset, in each case if such action, would have a Material Adverse Effect on the Company or the Acquired Business, or impair in any material respect RCC’s or the Company’s ability to perform their respective obligations under this Agreement and the other Transaction Documents. Neither RCC nor the Company shall, nor shall they permit any of their respective Subsidiaries to, enter into any Contract to which the Company or any of its Subsidiaries will be a party or which otherwise will be an Acquired Asset, which Contract is not in the ordinary course of business, involves total consideration of $250,000 or more, has a term longer than one year and which is not terminable by the Company or any such Subsidiary without penalty upon no more than 30 days’ prior notice; (viii) sell(i) make or rescind any Material express or deemed election relating to Taxes unless such action will not materially and adversely affect the Company, assignNCI or any of their respective Affiliates on a going-forward basis after the Closing, lease including elections for any and all joint ventures, partnerships, limited liability companies, working interests or otherwise transfer other investments where RCC or dispose the Company has the capacity to make such binding election, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except where such settlement or compromise will not result in a Material Adverse Effect on the Company or the Acquired Business, (iii) amend any Returns, except where such amendment would not adversely affect the Company, NCI or any of their respective Affiliates on a going-forward basis after the Closing or (iv) change in any property material respect any of its methods of reporting income or equipment except deductions for federal income tax purposes from those expected to be employed in the normal course preparation of businessits federal income tax return for the taxable year ended December 31, 2004, except as may be required by applicable law or except for such changes that are reasonably expected not to result in a Material Adverse Effect on NCI, the Company or the Acquired Business; provided, however, that RCC or the Company may make or rescind any such election, settle or compromise any such claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy, change any such method of reporting or amend any such tax return without NCI’s prior written consent if the amount of Tax liabilities relating to such action does not exceed $250,000; (viiij) negotiate for other than product sales and other dispositions in connection with normal equipment maintenance or salvage in the acquisition ordinary course of business consistent with past practice and Permitted Liens, sell (including sale-leaseback), lease, pledge, encumber or otherwise dispose of, or agree to sell (or engage in a sale-leaseback), lease (whether such lease is an operating or capital lease), pledge, encumber or otherwise directly or indirectly dispose of, in a single transaction or a series of related or unrelated transactions, any business of its assets that in the aggregate have a fair market value in excess of $250,000, except as otherwise provided in this Agreement and the other Transaction Documents; provided, that RCC shall not consummate or agree to consummate any such transaction with respect to any securities of RCC, nor shall RCC consummate or agree to consummate any such transaction with respect to any securities of its Subsidiaries or any securities of the start-up Company or any of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new businessits Subsidiaries; (ixk) mergemake any material change in its methods of accounting in effect at December 31, amalgamate 2004, except (i) as required by the Financial Accounting Standards Board or consolidate changes in GAAP as agreed to by its independent auditors or agree (ii) as otherwise agreed to merge, amalgamate or consolidate with or into any other corporation or business entityin this Agreement. The Company shall not change its fiscal year; (xl) waive enter into or amend any material rights agreement or claims arrangement with any of its Affiliates (including any employees of the COMPANYAcquired Business), provided that other than agreements or arrangements between the COMPANY may negotiate Company and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) breach or amend or terminate any Material Contract, or material permit, license or other right wholly owned Subsidiaries of the COMPANYCompany; or (xiim) enter into except as expressly permitted in the Transaction Documents, permit any of its Subsidiaries to, nor shall it or any of its Subsidiaries propose to split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other transaction outside the ordinary course securities in respect of, in lieu of, or in substitution for, shares of its business capital stock, except as contemplated by the Contribution Agreement or prohibited hereunderthe Reorganization Agreement. None of RCC, the Company or any of their respective Subsidiaries shall form or propose to form a new Subsidiary of the Company.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 hereto, between the date of this Agreement Balance Sheet Date and the Consummation Date, the COMPANY has not and, without the prior written consent of VESTCOMETS, will not: (i) make any change in its Certificate Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 1.4 (i) hereto; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,00030,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY (including the Subsidiaries), or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', ' workers', repairmen's, 's employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.14 hereto; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entityother than DAC; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or as contemplated by Section 7.13, between the date of this Agreement hereof and the Funding and Consummation Date, the COMPANY has not andshall not, without the prior written consent of VESTCOM, will notTSII: (i) make any change in its Certificate Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the COMPANY; (22)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.16 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills or claims in the ordinary course of good faith disputes with customers business in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or or, except in the ordinary course of business consistent with past practices, amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the COMPANY; or (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement Balance Sheet Date and the Consummation Merger --------------------- Effective Date, the COMPANY has not andno Company will, without the prior written consent of VESTCOM, will notUSFloral: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, dividend or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except for dividends, except as permitted by Sections 7.10 bonuses and 7.11other distributions to the Stockholders in the ordinary course of business not to exceed in the aggregate, $25,000; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and involves an amount not expenditures in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDERStockholder, employee or agentagent other than ordinary salary increases implemented on a basis consistent with past practices, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) liens as set forth on in Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business8.3(vi); (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment equipment, except in the normal course of business; (viii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereonclaims; (xi) breach or permit a breach, amend or terminate any Material Contract, material agreement or material any permit, license or other right of the COMPANYright; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on in Schedule 7.3, between --------------------- the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMHDS, will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal ordinary course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (x) bonuses or salary increases to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commission rates payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor any commission rate payable to any employee may increase to more than one hundred five percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officersuch commission rate, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) liens set forth on Schedule 5.14 hereto, hereto or (23) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) negotiate for the acquisition of any business or the start-start- up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided that the COMPANY may negotiate and adjust bills in the course of good -------- faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in -------- ------- Schedule 5.10 5.11 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the Tax liability of the COMPANY (or HDS following the Merger) in any taxable period; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3set forth in SCHEDULE 7.8, between the date of this Agreement hereof and the Consummation DateEffective Time, the COMPANY has not andCompany will not, without the prior written consent of VESTCOM, will notCCC: (ia) make any change in its Certificate Articles of Incorporation or By-lawsRegulations, or authorize or propose the same; (iib) issue issue, deliver or sell, authorize or propose the issuance, delivery or sale of any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind, or authorize or propose any change in its equity capitalization, or issue or authorize the issuance of any debt securities, except (a) as required under any currently existing "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), any currently existing employment agreement or any currently existing buy sell agreements, (b) shares issued upon exercise of options or other rights outstanding as of the date hereof, or (c) shares, if any, required to be issued under the tax-qualified employee stock ownership plan; (iiic) declare or pay any dividend, or make any distribution (whether in cash, stock or property) in respect of its stock whether now or hereafter outstanding, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock except as provided above in subsection (b), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, or guarantee any indebtedness, except if it is in the normal ordinary course of business (and consistent with past practice) and involves practice in an amount not in excess of $10,000, including contracts to provide services to customers50,000 individually; (ve) except in the ordinary course of business consistent with past practice or as required by contract or law, increase the compensation payable or to become payable to any officer, director, STOCKHOLDERShareholder, employee or employee, agent, representative or independent contractor; make any bonus or management fee payment to any such person, person (except ordinary for accrued and customary bonuses unpaid bonuses); make any loans or salary increases to employees consistent with past practice advances; adopt or create amend any new bonus plan Plan; or other benefit plan for the benefit of grant any officer, director, STOCKHOLDER, employee severance or agenttermination pay; (vif) createcreate or assume any mortgage, assume pledge or permit to exist any Lien, other lien or encumbrance (other than Permitted Encumbrances) upon any assets or properties whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (viig) sell, assign, lease lease, pledge or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of businessbusiness consistent with past practice; (viiih) acquire or negotiate for the acquisition of (by merger, consolidation, purchase of a substantial portion of assets or otherwise) any business or the start-up of any new business and will cause the STOCKHOLDERS not business, or otherwise acquire or agree to acquire any assets that are material, individually or negotiate for in the acquisition of any new business or start up any new businessaggregate, to the Company; (ixi) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xj) waive any material rights or claims of the COMPANYCompany, provided that the COMPANY Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xik) commit a material breach of or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right except for any amendments or terminations in the ordinary course of the COMPANY; orbusiness; (xiil) enter into any other transaction (i) that is not negotiated at arm's length with a third party not affiliated with the Company or any officer, director or Shareholder of the Company or (ii) outside the ordinary course of its business consistent with past practice or (iii) prohibited hereunder; (m) commence a lawsuit other than for routine collection of bills; (n) revalue any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (o) make any tax election other than in the ordinary course of business and consistent with past practice, change any tax election, adopt any tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax Return, enter into any closing agreement, settle any tax claim or assessment, or consent to any tax claim or assessment, without the prior written consent of CCC; or (p) take, or agree (in writing or otherwise) to take, any of the actions described in Sections 7.8(a) through (o) above, or any action which would make any of the representations and warranties of the Company and the Shareholders contained in this Agreement untrue or result in any of the conditions set forth in Articles 8 and 9 not being satisfied.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notHOLDING: (i) make any change in its Certificate of Incorporation Organization or By-laws; (ii) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness consistent with past practice (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of businessbusiness consistent with past practice; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims claim of the COMPANY; provided, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, ; provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial contract, or material agreement, permit, license or other right of to which the COMPANYCOMPANY is a party or as to which it is a beneficiary; or (xiixi) enter into any other transaction outside the ordinary course of its business consistent with past practice or prohibited hereunder.

Prohibited Activities. Except as disclosed on in Schedule 7.3, --------------------- between the date of this Agreement and the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMHDS, will not: (i) make any change in its Certificate Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal ordinary course of business (consistent with past practice) or (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary (x) bonuses or salary increases to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commission rates payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor any commission rate payable to any employee may increase to more than one hundred five percent (105%) of such employee's current salary or create any new bonus plan or other benefit plan for the benefit of any officersuch commission rate, director, STOCKHOLDER, employee or agentwhichever is applicable; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the business of the COMPANY, or (2) liens set forth on Schedule 5.14 hereto, hereto or (23) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business; (vii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business; (viii) negotiate for the acquisition of any business or the start-start- up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (x) waive any material rights or claims of the COMPANY, provided -------- that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, -------- further, that such adjustments shall not be deemed to be included in Schedule 5.10 ------- 5.11 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Contract, or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the Tax liability of the COMPANY (or HDS following the Merger) in any taxable period; or (xii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date of this Agreement hereof and the Consummation Closing Date, neither the COMPANY has not andCompany nor the Subsidiary will, without the prior written consent of VESTCOM, will notClarant: (ia) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (iib) grant or issue any securities, options, warrants, callsOptions, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of Options listed on SCHEDULE 5.3; (iiic) declare or pay any dividend, or make any distribution in respect of its stock securities whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares securities or engage in any transaction that will significantly affect the cash reflected on the Balance Sheet of its stock, except as permitted by Sections 7.10 and 7.11the Company at the Balance Sheet Date; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal course Ordinary Course of business (consistent with past practice) Business and involves an amount not in excess of $10,000, including contracts to provide services to customers50,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vie) create, assume or permit to exist any Lien, Encumbrance upon any assets or properties whether now owned or hereafter acquired, except (i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the Business of the Company and the Subsidiary, (ii) (1) liens set forth on Schedule 5.14 hereto, for Taxes either not yet delinquent or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of businessBusiness (the liens set forth in clause (ii) being referred to herein as "Statutory Liens"), or (iii) liens set forth on SCHEDULE 5.11 OR 5.23 hereto; (viif) sell, assign, lease or otherwise transfer or dispose of any property property, assets or equipment except in the normal course Ordinary Course of business;Business; except that, at the request of either Xx. Xxxxxxxx or Xx. Xxxxx, as the case may be, the Company may assign to either Xx. Xxxxxxxx or Xx. Xxxxx, as the case may be, certain [LIST POLICIES] whole and term life insurance policies taken out by the Company for the benefit of Xx. Xxxxxxxx and Xx. Xxxxx and provided that the cash portion of the Merger Consideration to be paid to Xx. Xxxxxxxx or Xx. Xxxxx shall be reduced by the cash value of such insurance policies if Xx. Xxxxxxxx or Xx. Xxxxx, as the case may be, request the assignment of such life insurance policies. (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixh) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entity; (xi) waive any material rights right or claims claim of the COMPANYCompany or the Subsidiary, provided that the COMPANY Company and the Subsidiary may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 on SCHEDULE 5.12 unless specifically listed thereon; (xij) commit a material breach or amend or terminate any Material Contract, Contract to which the Company or material permit, license the Subsidiary is a party or other right of the COMPANY; oras to which it is a beneficiary; (xiik) enter into any other transaction outside the ordinary course Ordinary Course of its business Business or prohibited hereunder; (l) except in the Ordinary Course of Business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, neither the Company nor the Subsidiary will (A) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the officers, directors or employees engaged in the Company's or the Subsidiary's Business, (B) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such officers, directors or employee, whether past or present, (C) enter into any new employment, severance, consulting, or other compensation agreement with any existing officers, directors or employee engaged in the Company's or the Subsidiary's Business, (D) amend or enter into a new Plan or Other Benefit Obligation (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (E) engage in any Affiliate Transactions; (m) make or change any Tax election, amend any Tax Return or take or omit to take any other action not in the Ordinary Course of Business and consistent with past practice that would have the effect of increasing any Taxes of Clarant, the Company or any Subsidiary for any Taxable Period ending after the Closing Date; or (n) without the express prior written consent of Clarant, amend, modify, repeal or otherwise alter the approvals by the Company's board of directors by the Company's stockholders, and by the members of the Subsidiary attached hereto as EXHIBIT 5.2.

Prohibited Activities. Except as disclosed on Schedule 7.3, between From the date of this Agreement hereof and until the Consummation Closing Date, the COMPANY has not and, without the prior written consent of VESTCOMPurchaser or unless as required or expressly permitted by this Agreement, Ski West will not:not (and will not permit any Subsidiary to) (and Sellers will not permit Ski West to): (ia) make any change in its Certificate of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, dividend or make any other payment or distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its capital stock, except as permitted by Sections 7.10 and 7.11; (ivb) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is expenditures in a single transaction or a series of related transactions involving an aggregate amount of more than $10,000 otherwise than in the normal ordinary course of its business (and consistent with its past practice) and involves an amount not in excess of $10,000, including contracts to provide services to customers; (vc) increase or commit or promise to increase the cash or other compensation payable or to become payable to any officer, director, STOCKHOLDERstockholder, employee or agent, consultant or independent contractor of Ski West or any Subsidiary or make any discretionary bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vid) create, assume or permit to exist be created or imposed any Lien, Encumbrances (other than Permitted Encumbrances) upon any assets or properties of its Assets, whether now owned or hereafter acquired, except (1) liens set forth on Schedule 5.14 hereto, or (2) liens for taxes either not yet due or materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising otherwise than in the ordinary course of businessits business and consistent with its past practice; (viie) (i) adopt, establish, amend or terminate any Plan or employee policies and procedures or (ii) take any discretionary action, or omit to take any contractually required action, if that action or omission could either (A) deplete the assets of any Plan or (B) increase the liabilities or obligations under any such Plan; (f) sell, assign, lease or otherwise transfer or dispose of any property or equipment except of its Assets otherwise than in the normal ordinary course of businessits business and consistent with its past practice; (viiig) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ix) merge, amalgamate or consolidate or agree to merge, amalgamate or consolidate with or into any other corporation or business entity; (xh) waive any material of its rights or claims of that in the COMPANYaggregate are material to the Business, provided that the COMPANY it may negotiate and adjust bills in the course of good faith disputes with customers and vendors in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.10 unless specifically listed thereon; (xii) breach commit breaches that in the aggregate are material to Ski West or any Subsidiary or amend or terminate any Material Contract, material agreement of Ski West or material permit, license any Subsidiary or other right any of the COMPANYtheir Permits; or (xiij) enter into into, or agree to enter into, any other transaction or commitment (i) outside the ordinary course of its business business, (ii) inconsistent with its past practice or (iii) prohibited hereunderhereby.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the neither COMPANY has not andshall, without the prior written consent of VESTCOM, will notVPI or unless requested by VPI: (i) make any change in its Certificate of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstandingoutstanding (except for dividends or distributions of cash that do not cause the COMPANIES to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3), or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens set forth on Schedule 5.14 hereto, incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of such COMPANY; (22)(A) liens for taxes Taxes either not yet due or payable or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedules 5.10 and/or 5.17 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights or claims of the such COMPANY, provided that the such COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial agreement, or material permit, license or other right of the such COMPANY; or; (xiixi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; (xii) effect any change in the capital structure of the COMPANIES (except as set forth herein), including, but not limited to, the issuance of any option, warrant, call, conversion right or commitment of any kind with respect to the COMPANIES' capital stock or the purchase or other reacquisition of any outstanding shares for treasury stock; or (xiii) make expenditures outside the normal course of business.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date of this Agreement hereof and the Consummation Closing Date, the COMPANY has not andwill not, without the prior written consent of VESTCOM, will notHOLDING: (i) make any change in its Articles or Certificate of Incorporation or By-laws; (ii) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kindkind other than in connection with the exercise of options or warrants listed on Schedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock, except as permitted by Sections 7.10 and 7.11; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) and or involves an amount not in excess of $10,000, including contracts to provide services to customers25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except ordinary and customary bonuses or salary increases to employees consistent with past practice or create any new bonus plan or other benefit plan for the benefit of any officer, director, STOCKHOLDER, employee or agent; (vi) create, assume or permit to exist any Lienmortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens set forth on Schedule 5.14 heretoincurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or 39 desirable for the conduct of the business of the COMPANY, or (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of businessbusiness consistent with past practice (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 or 5.15 hereto; (viivi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of businessbusiness consistent with past practice; (viiivii) negotiate for the acquisition of any business or the start-up of any new business and will cause the STOCKHOLDERS not to acquire or negotiate for the acquisition of any new business or start up any new business; (ixviii) merge, amalgamate merge or consolidate or agree to merge, amalgamate merge or consolidate with or into any other corporation or business entitycorporation; (xix) waive any material rights right or claims claim of the COMPANY; provided, provided that the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, ; provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.10 5.11 unless specifically listed thereon; (xix) commit a material breach or amend or terminate any Material Contractmaterial contract, or material agreement, permit, license or other right of to which the COMPANYCOMPANY is a party or as to which it is a beneficiary; or (xiixi) enter into any other transaction outside the ordinary course of its business consistent with past practice or prohibited hereunder.