Common use of Conduct of Business Pending Closing Clause in Contracts

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsExcept as set forth in Schedule 6.1 or as may be first consented to by the Buyer in writing, warrants and agrees that during the period from the date of this Agreement until through and including the Closing as Date, the County shall conduct the operations of the Facilities, the Wastewater Collection Systems and the other Purchased Assets according to its ordinary and usual course of business and preserve intact the Purchased Assets and will not sell, lease, transfer, assign or convey any Purchased Assets, amend modify, cancel or terminate any Assumed Contract, will not amend any Tax Return and will otherwise maintain satisfactory relationships with respect to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary coursePurchased Assets with other Governmental Authorities, the character of the business will not changeSuppliers, no different business will be undertaken within the Marketagents, and Seller willCustomers, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations relationships with Sellerthe County in respect of the operations of the Facilities, including those employees the Wastewater Collection Systems or the other Purchased Assets or the Bond. In addition, the County shall promptly notify the Buyer in writing of Seller which any notice or other communication that it receives (written or oral) respecting any Litigation or Audit involving or affecting the Purchased Assets. Without limiting the foregoing and except as set forth on Schedule 6.1 or as may be first consented to by the Buyer intends to hire after Closing.in writing, the County shall not: 5.2 Except (a) enter into any Contract other than with Customers or Suppliers in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Marketbusiness substantially as conducted heretofore; (iib) sell cause any Material Adverse Change or transfer perform or not perform any action the performance or non-performance of its Assets which would reasonably be expected to result in a Material Adverse Change; (c) make any loan or advance to any Customer, Supplier or employee whose responsibilities involve the Marketoperation of the Purchased Assets, except other than for services provided to Customers on credit or advances to employees under a Benefit Plan, in each case, in the ordinary course of businessbusiness consistent with past practice; (d) (i) incur any Indebtedness in respect of the Purchased Assets, except expenses and current liabilities incurred in connection with or any permits, licenses, approvals, for services rendered or authorization or except goods supplied in the ordinary course of businessbusiness or obligations or liabilities incurred by virtue of the execution of this Agreement, cancel or (ii) create any debts or claimsLien on any Purchased Assets; (iiie) knowingly enter into cancel, waive or release any transaction outside debt, right or claim in respect of the ordinary course of business. (iv) makePurchased Assets or the ownership or operation thereof, accrue or become liable except, in any way for any bonus (other than those which Seller shall pay in full)each case, profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of businessbusiness consistent with past practice; (vif) through negotiations change the accounting principles, methods or otherwisepractices (including, make without limitation, any commitment change in depreciation or amortization policies or rates) utilized by the County involving or affecting the Market Purchased Assets or incur any liability affecting the Market to labor organizations without the prior written approval of Buyerownership or operation thereof; (viig) make any material alteration capital expenditure or commitment therefore for which the Buyer will be liable at or following the Closing or that will increase the Net Asset Value of any of the Purchased Assets; (h) make, revoke or change any Tax election, or settle any matter relating to Taxes involving or affecting the normal and customary pricing Purchased Assets or the ownership or operation thereof or any matter relating to rebates or penalties in lieu of rebates involving or affecting the Bond; (i) increase the wages or salaries, as the case may be, or vacation benefits provided to any employee whose primary responsibilities are in respect of the operations of one or more of the Facilities or the Wastewater Collection Systems, other than such increases in the Market or terms and conditions ordinary course of sale extended to Seller's customersbusiness substantially as conducted heretofore; or (j) take any action that if taken after the date of this Agreement would constitute a variance from or breach of the representations and warranties set forth in Article IV of this Agreement.

Conduct of Business Pending Closing. Seller represents, warrants and agrees covenants that from the ------------------------------------- date of this Agreement until hereof to the Closing Date, except (a) as provided herein, (b) as required by any obligation, agreement, lease, contract, or instrument referred to on the Markets and AssetsExhibit, or (c) as otherwise consented to in writing by Buyer, Seller will: 5.1 The business of Seller will be conducted 5.1.1. Not (i) operate or in any manner deal with, incur obligations with respect to, or undertake any transactions relating to, the Gas Properties other than transactions (A) in the normal, usual and ordinary coursecustomary manner, the character (B) of the business will not change, no different business will be undertaken within the Marketa nature and in an amount consistent with prior practice, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except (C) in the ordinary and regular course of businessbusiness of owning and operating the Gas Proper-ties; (ii) dispose of, encumber or relinquish any of the Gas Proper-ties (other than relinquishments resulting from the expiration of leases that Seller will not has no right or option to renew); or (iii) waive, com-promise or settle any right or claim that would materially and adversely affect the ownership, operation or value of any of the Gas Properties after the Effective Date. 5.1.2. Make or give all notifications, filings, consents or approvals, from, to or with all govern-mental authorities, and take all other actions reasonably requested by Buyer, necessary for, and co-operate with Buyer in obtaining, the issuance, assignment or transfer, as the case may be, by each such authority of such Permits as may be necessary for Buyer to own and operate the Properties following the consummation of the transactions contemplated in this Agreement. 5.1.3. Maintain in effect insurance providing the same type coverage, in the same amounts with the same deductibles as the insurance maintained in effect by Seller or its affiliates on the Effective Date. 5.1.4. In Seller's sole discretion, enter into any contract, agreement, commitment or understanding forward sales contracts with respect to employing any agentsgas to be produced from the Gas Properties, wholesalersat prices and upon terms Seller believes are prudent, dealersprovided, brokers however, that the daily volume thereof shall not exceed 2,500 mcf/day and the terms thereof shall expire on or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Marketbefore December 31, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which 2004. Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination give Buyer immediate notice of any contract, except in the ordinary course such forward sale (hedge) of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orgas.

Conduct of Business Pending Closing. Seller represents(A) From the date hereof until the Closing, warrants except as set forth on Schedule 6.2 or any of the other Schedules hereto, as contemplated by this Agreement, or as consented to in writing by HTI Acquisition, the Company and agrees that the Company Subsidiaries will continue to conduct the Business in the ordinary course consistent with past practice. (B) Except as set forth on Schedule 6.2 or any of the other Schedules hereto, or as otherwise contemplated by this Agreement, from the date hereof until the Closing, except with the prior written consent of HTI Acquisition (which will not be unreasonably withheld or denied): (i) The Company will maintain its existence as a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) Neither the Company nor any of the Company Subsidiaries will make any commitment or commitments to purchase or spend involving $100,000 or more in any one instance or $500,000 or more in the aggregate, except for purchases of inventory in the ordinary course of its business; (iii) The Company will not declare, authorize or pay, and will not permit any of the Company Subsidiaries to declare, authorize or pay, any distribution or dividend to any of its members (but the foregoing shall not preclude the payment or distribution by the Company of an amount in respect of the provision for current Income Taxes), and the Company will not redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire, and will not permit any of the Company Subsidiaries to redeem, purchase or otherwise acquire or to agree to redeem, purchase or otherwise acquire, any of its membership interests; (iv) Except for the Completion Bonuses, the Company will not, and will not permit any of the Company Subsidiaries to, increase the compensation or employee benefits in effect on the date of this Agreement until of any of the directors, officers or employees of the Company or any of the Company Subsidiaries, amend the current terms of any Benefit Plan or adopt any new plan or arrangement providing compensation or employee benefits for any of the directors, officers or employees of the Company or any of the Company Subsidiaries; (v) The Company will continue to carry, and will cause each of the Company Subsidiaries to continue to carry, all of its existing insurance policies (except that any such policy may be replaced, prior to the Closing, by a policy providing substantially similar coverage, and Schedule 4.22 may be updated prior to the Closing as to the Markets reflect any such replacements); (vi) The Company will use, and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character cause each of the business will not changeCompany Subsidiaries to use, no different business will be undertaken within reasonable efforts to preserve the Market, Company's and Seller will, in accordance with its past practices, preserve for Buyer each of the relationship Company Subsidiaries' relationships with suppliers, distributors and customers and others having business relations relationships with Sellerthe Company or any of the Company Subsidiaries; (vii) The Company will not, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller and will not enter into obligate itself to, and will not permit any contractof the Company Subsidiaries to, agreementor obligate itself to, commitment sell or understanding with respect to employing any agents, wholesalers, dealers, brokers otherwise dispose of or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance otherwise encumber any of its Assets in the Market; (ii) sell properties or transfer any assets except for sales of inventory and except for other sales of its Assets in the Market, except in the ordinary course of business, properties or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except assets in the ordinary course of business; (viviii) through negotiations The Company will continue to maintain, and will cause each of the Company Subsidiaries to continue to maintain, its facilities, machinery and equipment in the ordinary couse of busienss consistent with past practice; (ix) The Company will not amend its certificate of formation or otherwiselimited liability company agreement, and the Company will not permit any of the Company Subsidiaries to amend its organizational documents; (x) The Company will not make, and will not permit any of the Company Subsidiaries to make, any material change in its accounting methods or practices; (xi) The Company will not make, and will not permit any of the Company Subsidiaries to make, any change in its Tax methods or practices, make any commitment affecting election with respect to Taxes or enter into any agreement or arrangement with respect to Taxes (but, for the Market avoidance of doubt, the foregoing shall not restrict Alleghany from making any change in its Income Tax methods or incur practices or making any election with respect to Income Taxes, even if the Company or any Company Subsidiary is required to conform to, or is bound by, such change or election), if any such change, election, agreement or arrangement would have the effect of increasing the Tax liability affecting of the Market to labor organizations without Company and the prior written approval of Buyer;Company Subsidiaries for any taxable period following the Closing Date; and (viixii) make any material alteration Without limiting the foregoing, the Company and Alleghany will consult with HTI Acquisition regarding all significant developments, transactions and proposals relating to the normal and customary pricing in Companies or any of the Market Company's Subsidiaries' business or terms and conditions of sale extended to Seller's customers; oroperations.

Conduct of Business Pending Closing. Seller representsPending the Closing, warrants Sellers covenant and agrees that from the date of this Agreement until the Closing as to the Markets and Assetsagree with Purchaser that: 5.1 The (a) Company shall carry on its business of Seller will be conducted diligently and substantially in the usual and ordinary coursesame manner as heretofore conducted. Company shall not institute any new method of management, the character of the business will not changeaccounting or operation or engage in any transaction or activity, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment agreement or understanding with respect to employing make any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Marketcommitment, except in the ordinary course of businessbusiness and consistent with past practice. Company shall maintain its management structure substantially as in effect as of the date of this Agreement including but not limited to maintaining the present Boards of Directors, officers and management of Company. (b) No change or amendment shall be made to the Articles of Incorporation or By-Laws of Company. (c) Except as contemplated herein and in Schedule 5E, Company shall not issue or sell any permitsshares of its capital stock or other securities, licensesacquire directly or indirectly by redemption or otherwise, approvalsany such capital stock, reclassify or authorization split, any such capital stock, declare or pay dividends thereon or make any other distribution with respect thereto or grant or enter into any options, warrants, calls or commitments of any kind with respect thereto. (d) Company will not, and will not permit any of its subsidiaries to, merge or consolidate with any other person or acquire a material amount of stock or assets of any other person. (e) Company will not, and will not permit any of its subsidiaries to, sell, lease, license or otherwise dispose of any material subsidiary or material amount of assets, securities or property except pursuant to existing contracts or commitments and in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of businessbusiness consistent with past practice. (ivf) makeCompany will not, accrue or become liable and will not permit any of its subsidiaries to, take any action that would make any representation and warranty of Sellers hereunder inaccurate in any way for respect at, or as of any bonus (other than those which Seller shall pay time prior to, the Closing Date or omit to take any action necessary to prevent any such representation or warranty from being inaccurate in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;respect at any such time. (vg) make or Company will not, and will not permit any amendment of its subsidiaries to, agree or early termination commit to do any of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orforegoing.

Conduct of Business Pending Closing. Seller representsExcept as contemplated on Schedule 7.2, warrants and agrees that from the date of this Agreement until the Closing as Closing, Seller shall continue to operate the Markets System and Assets: 5.1 The business of Seller will be conducted in conduct the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except Business in the ordinary course of business, consistent with past practice. Seller will not enter into any contractshall use commercially reasonable efforts to preserve a business relationship with the customers of the Business, agreementGovernmental Entities, commitment or understanding employees and others having business relations with respect to employing any agents, wholesalers, dealers, brokers or consultants Seller in connection with the development and sale System. Without limiting the scope of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Marketforegoing, Seller will notshall: (ia) mortgageUse, pledge or subject to any lienpreserve and maintain the System and the other Acquired Assets on a basis consistent with past practice and keep the Acquired Assets, charge or encumbrance any of its Assets in the Marketall material respects, in good working condition, ordinary wear and tear excepted; (iib) sell Continue to maintain the insurance covering the Acquired Assets in effect as of the date of this Agreement; (c) Pay all debts and obligations incurred by it in the operation of the System in the ordinary course of business consistent with past practice; (d) Not commit any act or transfer omit to do any act, nor permit any act or omission to act, which effectuates or may cause an amendment or modification to, or a breach or termination of (excluding any expiration due to the passage of time), any of its Assets the Material Acquired Contracts nor enter any Contract outside the ordinary course of business, provided that anything in the Marketthis Agreement notwithstanding, except Seller shall be allowed to review, modify and enter into programming agreements in the ordinary course of business; provided further that anything in this Agreement notwithstanding, prior to entering into any Contract that would be a Material Acquired Contract hereunder if it were in existence on the date hereof, Seller shall consult with Buyer in advance and provide Buyer with reasonably sufficient time under the circumstances to provide input as to the substance of such Contract, and, in the event that Seller elects to enter into any such Contract that Buyer does not believe (and Buyer has informed Seller that Buyer does not believe) to be in the best interests of the Business, then nothing herein shall prohibit Seller from entering into such Contract, but Seller shall use commercially reasonable efforts to enter into such Contract on a month-to-month basis; (e) Maintain the books, accounts and records with respect to the Acquired Assets and the System in the usual manner and on a basis consistent with past practice; (f) Not enter into any agreement or agreements (or discussions regarding any such agreement) for the sale of any of the Acquired Assets, except for sales of obsolete Equipment no longer usable in the operation of the Business provided that any item of Equipment so sold shall be replaced with an item of Equipment of like value and quality; (g) Not decrease the rate for Expanded Basic Service, provided that Seller shall not be precluded from (i) seeking usual and ordinary rate increases, or (ii) decreasing rates as required by applicable Laws or in connection with marketing programs if Seller has satisfied the notification requirements of Section 7.2(p). (h) ▇▇▇▇ and collect from customers of the System on a basis consistent with past practices, and not pay or cause to be paid a customer’s ▇▇▇▇ on behalf of such customer in order to cause such customer to be included in the calculations set forth in Section 4.3(a) and Section 4.4; (i) Promptly inform Buyer in writing of any permits, licenses, approvals, or authorization or except event that could be reasonably expected to result in a Material Adverse Effect; (j) Maintain Inventory and spare equipment for the System in a manner adequate to support customer service levels consistent with Seller’s past practice; (k) Maintain capital expenditures in the ordinary course of business, cancel any debts or claimsbusiness and as necessary to comply with the Franchise and all material Permits; (iiil) knowingly enter into Not create, assume or permit to exist any transaction outside the ordinary course of business. (iv) make, accrue or become liable in Lien upon any way Acquired Assets except for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementPermitted Liens; (vm) make or permit any amendment or early termination Continue to engage advertisers of any contract, except the Business in the ordinary course of businessa manner that is consistent with past practice; (vin) through negotiations Not change any method of Tax accounting or otherwise, make any commitment affecting a Tax election or change an existing Tax election with respect to the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerBusiness; (viio) Timely notify and, at Buyer’s timely request, discuss all subscriber installation, collection and disconnection practices; (p) Timely notify and, at Buyer’s timely request, discuss all planned material sales and marketing programs, including all new sales offers, discount plans or customer retention plans. Nothing herein is intended to give Buyer the right to make or prevent any material alteration such decision or plan; (q) Not add any programming channels in addition to those set forth on Schedule 5.19(b), unless Seller provides Buyer with notice of such proposed addition and within thirty (30) days of Buyer’s receipt of such notice, Buyer does not object to such addition by written notice to Seller; and (r) Not agree or commit to take any action inconsistent with the foregoing. Any restriction in this Agreement to the normal contrary notwithstanding, Buyer acknowledges and customary pricing in agrees that prior to the Market or terms and conditions of sale extended to Seller's customers; orClosing: (i) Seller may (but shall not be required to) [*].

Conduct of Business Pending Closing. Seller represents, warrants and The Company agrees ----------------------------------- that from between the date hereof and the Closing Date, the Company shall: (a) not take any action or omit to take any action which would cause any of the representations and warranties of the Company contained in this Agreement until the Closing as or in any Schedule or Exhibit to the Markets become untrue or incorrect; (b) conduct its business in a good and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except diligent manner in the ordinary and usual course of its business, Seller will ; (c) not enter into any contract, agreement, commitment or understanding other arrangement with respect to employing any agentsparty, wholesalers, dealers, brokers or consultants other than contracts in the development ordinary course of its business, and sale of their services which requires an expenditure of more than $5,000 not amend, modify or terminate any Corporation Agreement, without the prior written authorization consent of Buyer.Purchaser; 5.3 As (d) use its best efforts to preserve its business organization intact, to keep available the Market service of its employees and to preserve its relationships with customers, suppliers and others with whom it deals; (e) not reveal to any party, other than Purchaser or Assets its authorized representatives ("Agents"), any of the business procedures and practices followed by it in the Marketconduct of the Business; (f) maintain in full force and effect all insurance currently maintained by the Company; (g) keep the Real Property and all of its equipment and tangible Personal Property in good operating repair and perform all necessary repairs and maintenance; (h) comply with all provisions of any Corporation Agreement applicable to it as well as with all applicable Federal, Seller will not:state and local laws, rules and regulations; (i) mortgage, pledge or subject to not dispose of any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, assets except in the ordinary course of business, or terminate any permitsManagement Agreement; (j) not engage in any transaction with respect to the Business which involves the expenditure or commitment of more than $10,000 and which is not disclosed in any Schedule hereto, licenseswithout the prior written consent of Purchaser; (k) continue to maintain all of the Company's usual business books and records in accordance with past practices; (l) not amend the Company's Articles of Incorporation or By-Laws; (m) not declare or make any dividend or other payment on or with respect to the Company's capital stock, approvalsredeem or otherwise acquire any shares of the Company's capital stock or issue any capital stock or any option, warrant or authorization right relating thereto; (n) not waive any right or cancel any claim; (o) not increase the compensation or rate of compensation payable to any of the Company's employees; (p) maintain the Company's corporate existence and not merge or consolidate with any other entity; (q) not place any encumbrances on any of the inventory or assets (including the Real Property and the Personal Property) of the Company; and (r) not borrow any money or become contingently liable for any obligation or liability of others and not incur any debt, liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until to the Closing as Date, the Primary Shareholders and the Company (i) will maintain the assets of the Company and the Company and the Primary Shareholders will not withdraw, expend or apply any cash or other assets of the Company, except (w) to fully fund the Company's contributions to the Markets Company 401(k) Plan accrued to the Closing Date, (x) as provided in Sections 5.03 and Assets: 5.1 The business of Seller will 5.06, (y) in connection with this Agreement and the transactions contemplated hereby (other than legal fees and expenses which shall be conducted in paid by the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the MarketShareholders), and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except (z) in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding operations of the Business of the Company in accordance with respect to employing any agents, wholesalers, dealers, brokers or consultants in past practices of the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; Company; (ii) sell will perform in all material respects their respective obligations under the contracts and agreements to which the Company is a party; (iii) except as contemplated in this Agreement, will conduct the Business only in the ordinary course; (iv) except as otherwise permitted by this Agreement or transfer consented to in writing by Sage, will not (1) fail to comply in all material respects with any laws, ordinances, regulations or other governmental restrictions applicable in any respect to the Business or any of its Assets in the Marketassets of the Company, (2) grant any powers of attorney to act for the Business either before or after the Closing Date, (3) mortgage or pledge or otherwise encumber any of the assets of the Company except in the ordinary course of business, (4) cancel or terminate any permitscontract, licenses, approvals, agreement or authorization or other instrument relating to the Business except in the ordinary course of business, cancel any debts (5) engage in or claims; (iii) knowingly enter into any transaction outside with respect to the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination Business of any contractnature not expressly provided for herein, except for transactions in the ordinary course of business; business which do not individually or in the aggregate adversely affect the Business, or (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii6) make any material alteration distribution, payment or other transfer to the normal Shareholders other than regular salary and customary pricing expense payments consistent with Company's past practices; and (v) will from and after the date hereof until the Closing Date (1) take such action as may reasonably be necessary to preserve the assets of the Company wherever located, (2) maintain inventory of the kinds and in the Market quantities maintained in the ordinary course of the Business, (3) maintain its books and records in a manner consistent with past practices and promptly advise Sage in writing of any material adverse change in the condition (financial or terms otherwise) of the assets of the Company or the Business and conditions (4) except as contemplated in this Agreement or as may result from the performance of sale extended this Agreement, use its best efforts (at a reasonable cost) to Seller's customers; orpreserve the organization of the Business intact and continue its operations at its present levels.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until to the Closing as to the Markets Date, Shareholder and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notSellers: (i) mortgage, pledge will maintain the Purchased Assets and not remove any Purchased Assets from the Acquired Sites or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, Other Sites except in the ordinary course of business; (ii) will perform their obligations under the Assigned Agreements; (iii) will conduct the Business only in the ordinary course; (iv) will not (A) fail to comply in any material respect with any laws, ordinances, regulations or other governmental restrictions applicable in any respect to the Business or any of the Purchased Assets, (B) grant any powers of attorney to act for the Business after the Closing Date, (C) mortgage or pledge or otherwise encumber any of the Purchased Assets except in the ordinary course of business consistent with past practices and pursuant to agreements in existence on the date hereof, copies of which have been provided to Buyer, (D) cancel or terminate any contract, agreement or other instrument material to the Business, other than contracts, agreements and other instruments which are not to be assigned to Buyer unless Shareholder or Sellers is otherwise obligated to maintain them in effect or are necessary for the conduct of the Business, (E) engage in or enter into any material transaction with respect to the Business of any nature not expressly provided for herein, (F) pay any dividend or make any other distribution or payment to the Shareholder or Sellers, (G) amend, modify or supplement any Employment Contract listed on Exhibit 5.01(q)(1) (H) issue any additional shares of capital stock of the Sellers or any options, rights or warrants exchangeable for or convertible into any shares of capital stock of the Sellers or (I) establish, create or participate in any new Sellers Benefit Plan or any new Employee Pension Benefit Plan (or amend or modify any existing Sellers Benefit Plan or Employee Pension Benefit Plan, except for immaterial amendments or modifications to any Sellers Benefit Plan or Employee Pension Benefit Plan which covers employees of Shareholder or its Subsidiaries other than Sellers Employees) which, if entered into, created or established prior to the date of this Agreement, would be required to be listed (or, in the case of modifications and amendments, pertains to a Sellers Benefit Plan or Employee Pension Plan which is presently listed) on an Exhibit to this Agreement; (A) take such action as may reasonably be necessary to preserve the Purchased Assets, (B) maintain inventory of the kinds and in the quantities maintained in the ordinary course of the Business, (C) maintain its books and records in a manner consistent with past practices and promptly advise Buyer in writing of any material adverse change in the condition (financial or otherwise) of the Purchased Assets or the Business of Seller and (D) use its reasonable commercial efforts to preserve the organization of the Business intact and continue its operations at its present levels, to keep available to Buyer the services of Company Personnel and to preserve the goodwill of the suppliers, customers, creditors and others having business relations with Sellers or Shareholder in connection with the Business; and (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval consent of Buyer; (vii) make , permit any material alteration Sellers Employees as of May 3, 1997 to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orbe hired by XLConnect.

Conduct of Business Pending Closing. (a) Prior to the Closing, Seller representsshall conduct the Business in the ordinary course of business and Seller shall not engage in any transaction out of the ordinary course of business with respect to the Business without the written consent of Purchaser. Without limiting the foregoing, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary courseClosing, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge maintain insurance for the Purchased Assets reasonably comparable to that in effect immediately prior to the date hereof or subject to any lien, charge or encumbrance any that is otherwise consistent with businesses at a similar stage of its Assets in the Marketdevelopment with a comparable risk profile; (ii) sell or transfer any of its Assets comply in all material respects with all applicable Laws and contractual obligations applicable to Seller regarding the Market, except in Business and the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsPurchased Assets; (iii) knowingly enter into continue to make all filings, pay any transaction outside fee, or otherwise act to maintain the ordinary course ownership, validity, and enforceability of business.Contract Services IP; (iv) makeuse commercially reasonable efforts to preserve intact, accrue or become liable in any way for any bonus all material respects, (other than those which x) the Business and (y) the relationships of Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments with employees and Third Parties having business relationships with Seller related to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;Business; and (v) make keep the Purchaser apprised from time to time regarding material developments at Seller regarding the Business or the Purchased Assets and consult with the Purchaser prior to making any decision or taking any action that would reasonably be expected to have strategic importance to Seller regarding the Business or the Purchased Assets. (b) Furthermore, except as is expressly permitted or required by this Agreement or consented to by Purchaser in writing, from the date of this Agreement until the Closing, Seller will not, without the prior written consent of Purchaser, take or omit to take any of the following actions: (i) permit any amendment or early termination Purchased Assets to become subject to any Encumbrance of any contractkind other than a Permitted Encumbrance; (ii) amend any provision of the certificate of incorporation or by-laws of Seller in a manner that is adverse to Purchaser or inconsistent or otherwise has any adverse effect on the terms of this Agreement or the transactions contemplated hereby; (iii) enter into, except materially amend, terminate or waive a material right under any Assumed Contract; (iv) cancel or waive any claims or rights of material value related to the Purchased Assets, (v) sell, lease, license, transfer, assign, distribute or otherwise dispose of any of any of the Purchased Assets other than the sale of inventory in the ordinary course of business; (vi) through negotiations dispose or otherwiselapse of any rights in, make or for the use of any commitment affecting of the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerContract Services IP; (vii) make cause or permit any material alteration damage, destruction or loss of any Purchased Asset; (viii) voluntarily incur any liability or other indebtedness which would cause Seller to become insolvent; or (ix) assign rights to Purchased Assets to creditors. (c) Nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the operations of Seller prior to the normal and customary pricing in Closing, to the Market or extent such right would violate any applicable Law. Prior to the Closing, Seller shall exercise, consistent with the terms and conditions of sale extended to Seller's customers; orthis Agreement, complete control and supervision over its operations and the Business.

Conduct of Business Pending Closing. Seller representsExcept as contemplated on Schedule 7.2, warrants and agrees that from the date of this Agreement until the Closing as for a System, Seller shall continue to operate such System and conduct the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except Business in the ordinary course of business, consistent with past practice or in accordance with the current operating budget for the Business (as disclosed to Buyer). Seller will not enter into any contractshall use commercially reasonable efforts to preserve a business relationship with the customers of the Business, agreementGovernmental Entities, commitment or understanding employees and others having business relations with Seller in connection with the Systems. Without limiting the scope of the foregoing, with respect to employing any agents, wholesalers, dealers, brokers or consultants in each System that has not been the development and sale subject of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Marketa Closing, Seller will notshall: (ia) mortgageUse, pledge or subject to any lienpreserve and maintain such System and the other Acquired Assets on a basis consistent with past practice and keep the Acquired Assets, charge or encumbrance any of its Assets in the Marketall material respects, in good working condition, ordinary wear and tear excepted; (iib) sell or transfer any of Except in connection with changes in insurance implemented by Verizon Communications Inc. for itself and its Affiliates, continue to maintain the insurance covering the Acquired Assets in effect as of the Market, except date of this Agreement; (c) Pay all debts and obligations incurred by it in the operation of such System in the ordinary course of businessbusiness consistent with past practice; (d) Not commit any act or omit to do any act, nor permit any act or omission to act, which effectuates or may cause an amendment to, or a breach or termination of, any permitsof the Material Acquired Contracts; (e) Maintain the books, licensesaccounts and records with respect to the Acquired Assets and such System in the usual manner and on a basis consistent with past practice; (f) Not enter into any agreement or agreements (or discussions regarding any such agreement) for the sale of any of the Acquired Assets, approvalsexcept for sales of Equipment provided that any item of Equipment sold shall be replaced with an item of Equipment of like value and quality; (g) Not decrease any of the rates for customers of the Business; provided, however, that this Agreement shall not preclude Seller from (i) seeking usual and ordinary rate increases, (ii) decreasing rates required by applicable Laws or authorization or except in connection with marketing programs conducted consistent with any practice set forth on Schedule 5.19(b); (h) ▇▇▇▇ and collect from customers of such System on a basis consistent with past practices; (i) Promptly inform Buyer in writing of any event that would be reasonably expected to result in a Material Adverse Effect; (j) Maintain Inventory and spare equipment for such System in a manner adequate to support customer service levels; (k) Maintain capital expenditures in the ordinary course of business, cancel any debts or claimsbusiness and as necessary to comply with all Franchises and material Permits; (iiil) knowingly enter into Not create, assume or permit to exist any transaction outside the ordinary course of business. (iv) make, accrue or become liable in Lien upon any way Acquired Assets except for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementPermitted Liens; (vm) make or permit any amendment or early termination Continue to engage advertisers of any contract, except the Business in the ordinary course of businessa manner that is consistent with past practice; (vin) through negotiations Not agree or otherwise, make commit to take any commitment affecting action inconsistent with the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;foregoing; and (viio) Timely notify and, at Buyer’s timely request, discuss all planned material sales and marketing programs, including without limitation, all new sales offers, discount plans or customer retention plans. Nothing herein is intended to limit the provisions of subsection (g) herein, or to give Buyer the right to make or prevent any material alteration to the normal and customary pricing in the Market such decision or terms and conditions of sale extended to Seller's customers; orplan.

Conduct of Business Pending Closing. Seller representsExcept for actions contemplated by subparagraphs below, warrants and the Company agrees that from on and after the date of this Agreement until hereof and prior to the Closing Date, except as otherwise consented to the Markets and Assetsby Recap in writing (which consent shall not be unreasonably withheld), as set forth in SCHEDULE 7.1, or as otherwise contemplated by this Agreement: 5.1 (a) The Company shall conduct its business of Seller will be conducted in the usual ordinary course in all material respects; (b) The Company shall (i) discharge accounts payable and ordinary course, the character other current liabilities and obligations of the business will not change, no different business will be undertaken within the Market, and Seller will, Company in accordance with past practice, and (ii) discharge on a timely basis in accordance with past practice any and all liabilities as and to the extent such liabilities or any portion thereof become due prior to the Closing; PROVIDED, HOWEVER, that the Company shall not prepay, redeem or repurchase any Indebtedness or other obligations that are not due and payable prior to the Closing other than as contemplated by this Agreement or pursuant to its past practicesexisting revolving credit facility in the ordinary course of business; (c) The Company shall use commercially reasonable efforts to preserve the business organization of the Company intact, to preserve for Buyer the relationship with goodwill of suppliers, customers customers, employees and others having with whom business relations relationships exist and maintain all Permits, licenses and franchises; (d) Other than in connection with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except acquisitions in the ordinary course of business, Seller will not enter into any contract, agreement, commitment to exceed $15,000,000 individually or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants $40,000,000 in the development and sale aggregate in total consideration (including but not limited to cash paid, seller notes, Indebtedness assumed or other such consideration including earn out obligations) (the "Permitted Acquisitions") following adequate notice to Recap, the Company shall not borrow any money, incur any Indebtedness or guarantee any Indebtedness or obligation of their services which requires an expenditure of more any Person, other than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except accounts payable arising in the ordinary course of business, or any permitsconsistent with past practice, licenses, approvals, or authorization or except and other than pursuant to its existing revolving credit facility in the ordinary course of business, cancel any debts or claims; (iiie) knowingly enter The Company shall not issue, sell or dispose of any capital stock or other equity interest in the Company or options, warrants or other rights to purchase any such capital stock or equity interest or any securities convertible into or exchangeable for such capital stock or equity interests or otherwise make or effect any transaction outside change in the ordinary course issued and outstanding capitalization of business.the Company; (ivf) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than Except as shown on a Schedule or Exhibit otherwise contemplated pursuant to this Agreement, the Company shall not cause or permit any amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities; (vg) Except as set forth on SCHEDULE 7.1(g), the Company shall not declare or pay any dividend or make any other distribution, or permit transfer any amendment assets, to any stockholders of the Company, or early termination redeem, repurchase or otherwise reacquire any of any contractits capital stock, except in the ordinary course of business; (vih) through negotiations Other than Permitted Acquisitions or agreements to manage dental practices on the standard form agreements of the Company in accordance with past practice, following adequate notice to Recap, the Company shall not enter into any contracts or agreements (written or oral) that provide for aggregate payments by any party in excess of $500,000 per contract per annum, and that are not terminable upon 90 days (or less) notice by the Company without penalty or obligation to make payments related to such termination and, to the extent the Company is a party to any such contract or agreement as of the date hereof, the Company shall not amend or waive any material rights under any such contract; (i) Other than Permitted Acquisitions following adequate notice to Recap, the Company shall not purchase, lease or otherwise acquire all or any substantial part of the properties or assets of, or otherwise acquire, merge or consolidate with, any Person (or division thereof); (j) The Company shall not sell, lease, transfer, assign or otherwise dispose of any material properties or assets, except for sales in connection with any transaction to which the Company is contractually obligated prior to the date hereof described on SCHEDULE 7.1(j) or as consistent with past business practice; (k) Except as set forth on SCHEDULE 7.1(k), the Company shall not sell, lease, transfer, assign or otherwise dispose of any material Owned Real Estate or Leased Real Estate, and the Company shall not permit any lease or sublease of Leased Real Estate to terminate or expire, in each case except as otherwise provided in this Agreement or as consistent with past business practice; (l) Except as may be required by law or under any existing agreements heretofore disclosed to Recap, the Company shall not increase the compensation or fringe benefits payable or to become payable by the Company to any of the officers or salaried employees of the Company, other than routine or customary increases made in the ordinary course of business and consistent with past practice; (m) Except as set forth on SCHEDULE 7.1(m), the Company shall not close, shut down or otherwise eliminate any of its offices or make any other material change in the character of its business, properties or assets other than in the ordinary course of business consistent with past practice except for closures, shut downs, eliminations or changes that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company; (n) Except as disclosed on SCHEDULE 7.1(n) hereof, the Company shall not change its accounting principles, methods or practices, including any change in its policies with respect to reserves (whether for bad debts, contingent liabilities or otherwise), any change in depreciation or amortization policies or rates or any change in the policies pertaining to the recognition of accounts receivable or the discharge of accounts payable or accounting for inventories other than in the ordinary course of business and/or would have a detrimental impact on the financial condition of the Company; (o) Other than in the ordinary course or as otherwise contemplated by this Agreement as part of the transactions to be consummated pursuant to this Agreement, the Company shall not make any commitment affecting representation or proposal to, or engage in substantive discussions with, any of the Market holders (or incur their representatives) of any liability affecting Indebtedness, or to or with any party which has issued a letter of credit that benefits the Market Company, without prior consultation with and approval of Recap (which shall not be unreasonably withheld); (p) The Company shall (i) use commercially reasonable efforts to labor organizations maintain its existing Permits and Approvals, and (ii) be in compliance with applicable Law, except for failures to comply that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company; (q) The Company shall use commercially reasonable efforts to maintain in full force and effect all policies of insurance now in effect and give all notices and present all claims under all such policies in a timely fashion; (r) The Company shall not enter into any agreement or take or commit to take any action that would, if taken on or before the Closing, result in a breach of any of the foregoing covenants contained in this Section 7.1 or of any representation or warranty of the Company contained in this Agreement; (s) The Company shall not take any action, enter into any agreement, alter any policy or commit to any of the foregoing if such action, agreement or policy would delay or hinder the consummation of the Recapitalization or the Merger, or would result in or trigger push-down accounting treatment of the Merger and the transactions contemplated herein; (t) The Company shall not settle or resolve any single litigation, arbitration or other adjudication matter, if such settlement or resolution would result in a payment in excess of $750,000 without the prior written approval consent of Buyer;Recap which consent shall not be unreasonably withheld; and (viiu) The Company may not make any material alteration to the normal and customary pricing single capital expenditures other than capital expenditures in the Market or terms and conditions ordinary course of sale extended to Seller's customers; orbusiness consistent with past practice in amounts not exceeding $500,000.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than Five Thousand Dollars ($5,000 5,000) without the prior written authorization of Buyer. 5.3 As Except in the ordinary course of business, as to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside affecting the ordinary course of business.Market which would have an adverse effect on the Assets Buyer is purchasing; (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or (viii) discharge or satisfy any lien or encumbrance affecting the Market or pay any obligation or liability affecting the Market (absolute or contingent), except as required or allowed hereunder. 5.4 Seller shall maintain books of account consistent with past accounting practices as described in Section 2.4. Seller will not materially alter its current insurance coverage without the prior written consent of Buyer. Prior to this Agreement, Seller has made available to Buyer and its representatives certain information and records relating to the business and affairs of Seller as requested by Buyer. During the normal business hours throughout the period from this date to the Closing Date, Seller will provide, at Seller's place of business, to Buyer and its accountants, counsel, appraisers and other representatives full access to all properties, contracts, commitments, books and records of Seller pertaining to the Market.

Conduct of Business Pending Closing. Seller representsThe parties acknowledge that during the period prior to the Closing, warrants the Buyer may enter into transactions, contracts, licensing arrangements and agrees that from other business relationships for the benefit of the Buyer. In the event the transactions contemplated by this Agreement are consummated, all such transactions, contracts, licensing arrangements and other business relationships entered into by the Buyer prior to Closing will be for the benefit of the Buyer and otherwise for the benefit of the Seller. Except as otherwise provided in this Agreement or with the prior written consent of the Buyer, between the date of this Agreement until and the Closing as to Date, the Markets and AssetsSeller shall: 5.1 The business of Seller will be conducted in (a) carry on the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except CoGenesys Business in the ordinary course and consistent with the 2006 operating plan of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the MarketCoGenesys Business; (iib) sell or transfer any of take commercially reasonable steps to preserve existing relationships with all Persons related to the CoGenesys Business, including, without limitation, relationships with its Assets in the Marketsuppliers, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsemployees and agents; (iiic) knowingly enter into not amend or terminate any transaction outside of the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementAssumed Contracts; (vd) make or permit any amendment or early termination promptly notify the Buyer of the occurrence of any contractevent that could reasonably be expected to have a Material Adverse Effect; (e) not negotiate, except sell lease, transfer, convey or otherwise dispose of any individual asset to be sold to the Buyer hereunder with a value in excess of $5,000 each or in the aggregate other than in the ordinary course of business; (vif) through negotiations or otherwise, make any commitment affecting the Market or not incur any debt, liability affecting or obligation, except current liabilities incurred in connection with or for services rendered or goods supplied in the Market to labor organizations without the prior written approval ordinary course of Buyerbusiness consistent with past custom and practices; (viig) make not create or allow the creation of any material alteration Lien on any of the Purchased Assets, except for Permitted Liens; (h) not hire any additional salaried employees or salespersons for the CoGenesys Business earning more than $40,000 per year individually or $150,000 in the aggregate; (i) not take any action which reasonably could be expected to give rise to a breach of any of the representations and warranties set forth in Article IV hereof; (j) promptly notify the Buyer of any Proceeding (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) initiated or threatened by or against the Seller relating to the normal and customary pricing in CoGenesys Business; and (k) allow the Market or terms and conditions Buyer to contact the Seller’s Business employees regarding an offer of sale extended to Seller's customers; oremployment by the Buyer after Closing.

Conduct of Business Pending Closing. Seller representsExcept as otherwise provided in this Agreement or with the prior written consent of the Acquiror, warrants and agrees that from between the date of this Agreement until and the Closing as to Date, the Markets Company and Assetsits Subsidiaries shall: 5.1 The (a) carry on their business of Seller will be conducted in the usual and ordinary course, course consistent with past practice except that the character Company shall be permitted to continue development of the Long Beach FBO; (b) use their best efforts to: (i) preserve their business will not change, no different business will be undertaken within intact; (ii) preserve existing relationships with Persons related to their business; (iii) retain the Market, services of their present employees; and Seller will, in accordance with its past practices, (iv) preserve for Buyer the relationship with suppliers, goodwill of their customers and others having business relations with Seller, including those suppliers; (c) not amend or terminate any agreements or contracts to which they are parties which require annual payments or receipts of funds in excess of $150,000; (d) inform the Acquiror of the occurrence of any event which may result in a Material Adverse Effect; (e) not take or cause to be taken any of the actions described in Section 2.20 of this Agreement; (f) not cause any Material Adverse Effect; (g) not amend the Charter or Bylaws or the organizational documents of any of the Company's Subsidiaries; (h) not hire any additional employees who have total annual compensation in excess of Seller which Buyer intends to hire after Closing.$100,000; 5.2 Except (i) not purchase Inventory other than in the ordinary course of businessbusiness consistent with past practice and shall not materially change the nature, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in level and condition of the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the MarketInventory; (iij) sell not write-down or transfer write-up (or fail to write down or write up in accordance with GAAP) the value of any of its Assets in the Market, except Inventory other than in the ordinary course of business, or any permits, licenses, approvals, or authorization or except business consistent with past practice and in the ordinary course of business, cancel any debts or claimsaccordance with GAAP; (iiik) knowingly enter into any transaction outside the ordinary course of business. (iv) not make, accrue revoke or become liable in change any way for Tax elections, or settle any bonus (other than those which Seller shall pay in full)matter relating to Taxes, profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval consent of Buyerthe Acquiror; (viil) make not take any material alteration action which would give rise to a breach of any of the representations and warranties set forth in Article II hereof; (m) not increase the compensation or benefits payable to, or to become payable to, any employees of the Company or its Subsidiaries, pay any benefit to any such employees not required by any existing Company Employee Benefit Plan as in effect on the date of this Agreement, or modify any Company Employee Benefit Plan except to the normal and customary pricing in extent required by applicable law; (n) not enter into any contract or agreement requiring the Market Company or terms and conditions of sale extended its Subsidiaries to Seller's customersincur obligations exceeding $100,000; or (o) not enter into any transactions set forth in Section 2.21.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that During the period from the date of this Agreement until the Closing as hereof to the Markets Effective Date, Seller shall conduct its operations according to its ordinary and Assets: 5.1 The usual course of business and shall maintain its records and books of Seller will be conducted account in the usual a manner that fairly and ordinary coursecorrectly reflects its income, the character of the business will not change, no different business will be undertaken within the Market, expenses and Seller will, liabilities in accordance with its past practicesgenerally accepted accounting principles consistently applied, preserve for Buyer using the relationship with suppliersaccounting methods previously used by Seller. During such period Seller shall not without the written consent of Buyer: (a) Pay or incur any obligation or liability, customers and others having business relations with Sellerabsolute or contingent, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except other than current liabilities incurred in the ordinary and usual course of business; (b) Incur any increased indebtedness for borrowed money (except for endorsement, Seller will not enter into any contractfor collection or for deposit, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants of negotiable instruments received in the development ordinary and sale usual course of their services which requires an expenditure business), assume, guarantee, endorse or otherwise as accommodation become responsible for obligations of more than $5,000 without the prior written authorization of Buyer. 5.3 As any other individual, firm or corporation, or make any loans or advances to the Market any individual, firm or Assets in the Market, Seller will not:corporation; (ic) mortgageDeclare or pay any dividends or make any payment or distribution to stockholders as such, issue any capital stock or purchase or otherwise acquire for value any of its outstanding capital stock or grant options, warrants or rights to purchase any shares of its capital stock; (d) Mortgage, pledge or subject to any lien, charge lien or other encumbrance any of its Assets in the Marketproperties or assets; (iie) sell Sell or transfer any of its Assets in the Market, properties or assets except in the ordinary course of business, or cancel, release or assign any permitsindebtedness owed to it or any claims held by it; (f) Make any material change in its insurance, licensesadvertising, approvalsfranchise or sales representation commitments or arrangements, or authorization enter into (i) any sales agency agreement not subject to termination without liability on notice of 60 days or except less; (ii) any contract for the purchase or sale of any materials, products or supplies other than such contracts incurred in the ordinary and usual course of business; (iii) any contract which contains an escalator, renegotiation or redetermination clause or which commits it for a fixed term; (iv) any management or consultation agreement; (v) any lease, license or royalty agreement; or (vi) any other agreement not in the usual and ordinary course of business, cancel any debts or claims;: (iiig) knowingly enter into Increase in any transaction outside manner the ordinary course compensation of business.any of its officers or executive employees, or pay or agree to pay any pension or retirement allowance to any of such officers or employees; or (ivh) makeTake any action which would materially interfere with the ability of Seller to perform or which, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to would materially prevent performance of this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or.

Conduct of Business Pending Closing. Seller representsFrom the date hereof ----------------------------------- until the Closing with regard to the Company, warrants except as consented to by the Buyer in writing: (a) The Company will maintain itself at all times as a corporation duly organized, validly existing, and agrees that from in good standing, as applicable, under the laws of the jurisdictions under which it is incorporated and in which it is doing business as a foreign corporation; (b) The Company will carry on its business and operations in the normal course, substantially in the manner carried on as of the date hereof and the Company will not engage in any activity or transaction or make any commitment to purchase or spend, other than in the ordinary course of their business as heretofore conducted; (c) The Company will not declare, authorize, or pay any distribution or dividend to any of its shareholders and the Company will not redeem, purchase, or otherwise acquire, or agree to redeem, purchase, or otherwise acquire, any shares of their own stock; (d) The Company will not pay or obligate itself to pay any compensation, commission, or bonus to any director, officer, employee, or independent contractor as such, except for the regular compensation and commissions payable to such director, officer, employee, or independent contractor at the rate in effect on the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except otherwise in the ordinary course of business; (vie) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market The Company will continue to labor organizations without the prior written approval carry all of Buyerits existing insurance; (viif) make any material alteration The Company will use its best efforts to preserve its business organization intact, to keep available to the normal Buyer the services of its employees and customary pricing independent contractors and to preserve for the Buyer its relationships with suppliers, licensees, distributors, and customers and others having business relationships with each of them; (g) The Company will not, and will not obligate itself to, sell or otherwise dispose of or pledge or otherwise encumber any of its properties or assets except in the Market ordinary course of business and the Company will maintain its facilities, machinery, and equipment in good operating condition and repair, subject only to ordinary wear and tear; (h) The Company will not enter into any agreement or terms and conditions under- standing with any partner, employee, officer, director, or shareholder of sale extended the Company, or any affiliate of any of the foregoing; (i) The Company will not engage in any activity or transaction other than in the ordinary course of business as heretofore conducted; and (j) Without limiting the foregoing, the Company will consult with the Buyer regarding all significant developments, transactions, contracts, personnel actions, personnel changes, proposals relating to Seller's customers; ortheir business or similar events prior to taking any action.

Conduct of Business Pending Closing. Seller represents, warrants The Company hereby covenants and agrees that from that, and each of the Stockholders hereby covenants and agrees to procure that, between the date of this Agreement until hereof and the Closing as Date, unless the Buyer shall consent in writing (such consent not to be unreasonably withheld or delayed), (i) the Company shall, and it shall cause its Subsidiaries to, conduct its and their business only in, and shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and (ii) the Company shall, and shall cause its Subsidiaries to, use its best efforts to preserve intact the business organization and assets of the Company and its Subsidiaries, to keep available the services of the present Company Employees, to maintain in effect the Material Contracts (subject to the Markets expiration of any Material Contract pursuant to its terms) and Assets: 5.1 The business of Seller will be conducted in to preserve the usual and ordinary course, the character present relationships of the business will not change, no different business will be undertaken within the Market, Company and Seller will, in accordance with its past practices, preserve for Buyer the relationship Subsidiaries with suppliers, customers customers, dealers, licensees and others having other Persons with which the Company or any of its Subsidiaries has business relations relations. By way of amplification and not limitation, between the date hereof and the Closing Date, the Company covenants and agrees that, and each Stockholder covenants and agrees to procure that, the Company shall not, and it shall cause its Subsidiaries not to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed): (a) amend or otherwise change the Organizational Documents of the Company or any of its Subsidiaries or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company or any of its Subsidiaries; (b) issue, sell, transfer, pledge, dispose of or encumber, or authorize the issuance, sale, transfer, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest of the Company or any of its Subsidiaries; or sell, transfer, pledge, dispose of or encumber, or authorize the sale, transfer, pledge, disposition or encumbrance of any assets of the Company or any of its Subsidiaries (other than a sale or disposition of products or other inventory in the ordinary course of business consistent with Sellerpast practice) or redeem, purchase or otherwise acquire, directly or indirectly, any of the capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest of the Company or any of its Subsidiaries; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or other securities or property or any combination thereof) in respect of any of its capital stock or other equity interests; split, combine or reclassify any of its capital stock or other securities or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or amend the terms of, repurchase, redeem or otherwise acquire any of its securities; (d) form any new Subsidiary or acquire any equity or other interest or make any other investment in any other Person; (e) sell, transfer, lease, license, sublicense, mortgage, pledge, dispose of, encumber, grant or otherwise dispose of any Company Intellectual Property, or amend or modify in any material way any existing agreements with respect to any Company Intellectual Property; (f) incur any Indebtedness or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or enter into any financial commitments, except for borrowings to unaffiliated third persons made in the ordinary course of business at prevailing market rates and terms consistent with past practices; (g) make or authorize any capital expenditures which are, in the aggregate, in excess of $25,000; or acquire any asset or property, other than (i) acquisitions of any assets (other than assets for inventory) in the ordinary course of business consistent with past practice that are not, in the aggregate, in excess of $50,000 or (ii) purchases of inventory for resale (whether for cash or pursuant to an exchange) in the ordinary course of business and consistent with past practice; (h) adopt or enter into any new employment, consulting or agency agreement with any executive level employee, director, consultant or agent; change the compensation (including those employees bonus or commission payments) payable or to become payable to the Company’s Chief Executive Officer or change the compensation rate of Seller other employees, other than performance or longevity increases consistent with past practices and identifiable in the Financial Statements; or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock or other equity option, restricted stock or other restricted security, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former Company Employee; (i) change any accounting policies or procedures (including procedures with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable) unless required by statutory accounting principles or GAAP; (j) create, incur, suffer to exist or assume any Lien on any of assets or properties of the Company or any of its Subsidiaries; (k) enter into any Contract, other than Contracts involving payments of less than $50,000 which Buyer intends to hire after Closing. 5.2 Except are entered into in the ordinary course of business; modify, Seller will not amend or transfer in any material respect or terminate any Material Contract or waive, release or assign any material rights or claims thereto or thereunder or enter into or extend any Real Property Lease; (l) make any Tax election or settle or compromise any federal, state, local or foreign income Tax Liability, agree to an extension of a statute of limitations or enter into any contract, agreement, commitment closing or understanding with respect to employing any agents, wholesalers, dealers, brokers other agreement or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject ruling relating to any lien, charge or encumbrance any of its Assets in the MarketTax; (iim) sell settle any audit, make or transfer change any of its Assets in the MarketTax election, amend or file any amended Tax Return or take any other action with regard to any dispute or discussion with a Governmental Authority relating to a material Tax Liability or potential Liability; (n) pay, discharge, satisfy, settle or commence any Action or waive, assign or release any material rights or claims; excluding Actions brought to collect aged receivables at less than $25,000; (o) pay, discharge or satisfy any Liabilities, except in accordance with their terms as in effect as of the ordinary course date hereof (or on the date such Liability is incurred if such Liability is incurred after the date hereof, provided that, such Liability is not incurred in violation of business, or any permits, licenses, approvals, or authorization or except in the ordinary course terms of business, cancel any debts or claimsthis Agreement); (iiip) knowingly fail to maintain in full force and effect all self-insurance and insurance, as the case may be, currently in effect; (q) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (r) take any action or fail to take any action that could result in the representations and warranties set forth in Article IV becoming false or inaccurate, that could result in a Company Material Adverse Effect or that could impair the ability of the Company and the Stockholders to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or delay such consummation; or (s) authorize, recommend, propose or announce an intention to do any of the foregoing, or agree or enter into any transaction outside Contract to do any of the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orforegoing

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until to the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary courseDate, the character of Company shall preserve the Company’s business organization and present relationships with its customers, suppliers, employees, and each Aviation Authority. The Company will not, and the Sellers will not changecause or permit the Company to, no different business will take any action that could reasonably be undertaken within expected to have a Material Adverse Effect on the MarketCompany, the Business, or the transactions contemplated by this Agreement and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to , the Market or Assets Company will not engage in the Marketany practice, Seller will not: (i) mortgage, pledge or subject to take any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of businessaction, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business.the Business as conducted prior to the date of this Agreement. Without limiting the generality of the foregoing, without such consent: (iva) makeThe Company will not sell, accrue lease, transfer, or become liable in assign any way for any bonus (assets, tangible or intangible, other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on for a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except fair consideration in the ordinary course of business;, it being understood and agreed that no transfer of an Aviation Authorization shall be considered in the ordinary course of business. (vib) through negotiations The Company will not enter into any agreement, contract, lease, (or otherwiselicense or series of related agreements, contracts, leases and licenses) outside the ordinary course of business. (c) The Company will not accelerate, terminate or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than $10,000 to which the Company is a party or by which it is bound. (d) The Company will not impose any Lien upon any of its assets, tangible or intangible. (e) The Company will not make any commitment affecting capital investment in, any loan to, or any acquisition of the Market securities or incur assets of, any liability affecting other person outside the Market to labor organizations without the prior written approval ordinary course of Buyer;business. (viif) The Company will not issue any note, bond, or other debt security or create, incur, assume, or guarantee any Indebtedness or capitalized lease obligation involving more than $10,000 in the aggregate. (g) The Company will not merge with any other company, consolidate or sell or consent to the sale of any of the material assets of the Company or acquire any material assets outside the ordinary course of business. (h) The Company will not increase the compensation or benefits payable to its employees other than scheduled increases in the ordinary course of business. (i) The Company will not make any material alteration change in its accounting, collection or payment practices. (j) The Company will maintain insurance consistent with past practices and, unless comparable insurance is substituted therefor or is not generally available to businesses of the type conducted by the Company, not take any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverages of the Company as set forth in Schedule 2.17. (k) The Company will promptly notify Buyer of any Claims or Proceedings that is commenced, or that is threatened, in writing, against the Company and that relates to or arises out of the Business and, if adversely determined against the Company, would be expected to have a Material Adverse Effect on the Company or the Business. (l) The Company will not settle any action or proceeding on terms that are expected to have a Material Adverse Effect on the Company or the Business, nor release, settle, compromise or relinquish any claims, causes of action or rights involving more than $10,000, individually, or $25,000 in the aggregate which the Company may have against any other persons including, without limitation, claims or rights to reimbursement or payment for services rendered by the Company. (m) The Company will maintain in good working order and condition, ordinary wear and tear excepted, all of the assets of the Company, including performing any maintenance or repair in accordance with past practice, as well as carrying out of any activity covered by an Aviation Authorization. (n) The Company will maintain its inventories of parts, supplies and other assets at substantially the same level as existed on the date hereof. (o) The Company will use commercially reasonable efforts to obtain and maintain all consents, assignments or approvals of, and licenses, permits and franchises and rights to operate granted by, each Aviation Authority or other Governmental Authority, the absence or loss of which is may have a Material Adverse Effect on the Company or the Business. (p) The Company will not take any action which may result in a violation by the Company of, or in the noncompliance by the Company with, any Aviation Authorization, applicable Laws, manufacturer’s requirements or recommendations, or any Material Contract, which in any case may have a Material Adverse Effect on the Company or on the Business. (q) The Company will cooperate with Buyer and render to Buyer such assistance as Buyer may reasonably request, in obtaining any Permit as Buyer considers necessary or appropriate. (r) The Company will (i) pay, when due, and prior to the normal imposition or assessment of any interest, penalties or Liens by reason of the nonpayment of, all Taxes due or assessed against it, except for any Taxes being contested in good faith and customary pricing for which reserves have been established by the Company, and (ii) file all Tax Returns when due. (s) The Company will maintain, renew, and not alter any Aviation Authorization, or any right, privilege, or immunity, held by the Company on the date of this Agreement, and will continue to pursue any applications for any pending or new Aviation Authorizations, and will not take any action which may result in a violation, cancellation, suspension, or impairment of, or any change in, any existing Aviation Authorization, or the Market rejection or terms and conditions cancellation of sale extended any pending application or new application for any Aviation Authorization, or for any other right, privilege, or immunity existing or being sought on the date of this Agreement. (t) The Company shall give prompt notice to Seller's customers; orBuyer of any notice of material default received by the Company subsequent to the date of this Agreement under any Material Contract or any Material Adverse Change occurring prior to the Closing.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from Between the date of this Agreement until and the Closing (except as expressly consented to in writing by Buyer), Seller shall, and shall cause the Markets and Assets: 5.1 The business other members of the Seller will be conducted Group to, (x) conduct the Business in the usual Ordinary Course of Business, (y) use reasonable best efforts to maintain and ordinary coursepreserve the Business and its organization intact, the character of the business will not change, no different business will be undertaken within the Market, retain its present officers and Seller will, in accordance employees and maintain and preserve its relationships with its past practicesofficers and employees, preserve for Buyer the relationship with suppliers, customers vendors, customers, licensors, licensees, distributors, regulatory authorities, creditors and others having business relations with Sellerit, and (z) maintain the tangible Acquired Assets, including those held under leases, in good working order and condition, ordinary wear and tear excepted. Notwithstanding the foregoing or any other provision of the Transaction Documents, between the date of this Agreement and the Closing (except as expressly consented to in writing by Buyer), Seller shall not, and shall cause the other members of the Seller Group not to: (a) make or agree to make any capital expenditures in excess of $[**] individually, or $[**] in the aggregate, or incur or guarantee or agree to incur or guarantee any Seller Indebtedness involving an obligation in excess of $[**] individually, or $[**] in the aggregate; (b) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in Section 2.9(a) of the Disclosure Schedule, (i) take any action with respect to, adopt, enter into, terminate or amend any Seller Benefit Plan or Seller Benefit Arrangement or any collective bargaining agreement, (ii) increase the compensation or benefits of, or promise any bonus to, any director, officer, employee or consultant of the Business or materially modify their terms of employment or engagement (except pursuant to any obligation existing on the date of this Agreement and disclosed in Section 4.1(b) of the Disclosure Schedule), (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits payable to any employee or consultant of the Seller or the Business, including any outstanding equity compensation (except for pursuant to any obligation existing on the date of this Agreement and disclosed in Section 4.1(b) of the Disclosure Schedule), (iv) pay any bonus or other benefit to the officers or employees of the Seller which Buyer intends to or the Business (except for existing payment obligations described in Section 2.9(a) of the Disclosure Schedule) or hire after Closing. 5.2 Except any new officers or (except in the ordinary course Ordinary Course of businessBusiness) any new employees of the Seller or the Business, (v) grant any awards under any bonus, incentive, equity, performance or other compensation plan or arrangement or benefit plan to any employees or consultants of the Seller will not or the Business, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder to any employees or consultants of the Seller or the Business, or (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan to any employees or consultants of the Seller or the Business (except, in the case of this clause (vi), in the Ordinary Course of Business); (c) sell, assign, lease, sublease, license, sublicense, pledge or otherwise transfer or dispose of or grant any option or rights in, to or under, any Acquired Assets, except for the sale of inventory in the Ordinary Course of Business; (d) waive or release any right, or cancel, compromise, release or assign any obligations owed to Seller, related to or arising under the Acquired Assets; (e) amend, modify or waive any right of Seller under or terminate or enter into any contractMaterial Contract or amend, agreementmodify or waive any right under any Material Permit; (f) enter into any other transaction, commitment agreement or understanding with respect arrangement that is not negotiated at arm’s length; (g) commence a lawsuit or settle any claim or litigation; (h) fail to employing take any agents, wholesalers, dealers, brokers action necessary to preserve the validity of any Seller Intellectual Property or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not:Permit; (i) mortgagebreach or violate any applicable Law; (j) open or close any facility or office; (k) revalue any of the Acquired Assets, pledge including writing down or subject writing off the value of Inventory or writing off notes or accounts receivable other than in the Ordinary Course of Business; (l) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (m) with respect to any lien, charge Seller or encumbrance any of its Assets in the MarketSubsidiaries, make or change any material Tax election, enter into any closing agreement, waive or extend any statute of limitations with respect to Taxes, or settle or compromise any Tax claim or assessment or consent to any Tax claim or assessment; (iin) sell undertake or transfer modify any GLP non-clinical or clinical study of any of its Assets the Acquired Compounds; (o) commence commercial sale of any of the Acquired Compounds; (p) enter into or perform under or make any contact with any Third Party with respect to any arrangement providing for a rebate with respect to any of the Acquired Compounds; or (q) take, or agree (in writing or otherwise) to take, any of the Market, except actions described in the ordinary course of businessthis Section 4.1, or any permits, licenses, approvals, or authorization or except action which would make any of the representations and warranties of Seller contained in the ordinary course of business, cancel any debts Transaction Documents untrue or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable result in any way for any bonus (other than those which Seller shall pay of the conditions set forth in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orArticle VI not being satisfied.

Conduct of Business Pending Closing. Seller represents(a) Except as set forth in the Disclosure Schedules, warrants and agrees that during the period from the date of this Agreement until to the date of Closing (the "Closing Date"), DPI shall conduct the Business according to its ordinary and usual course of business, consistent with past practice. Without limiting the generality of the foregoing, prior to the Closing as Date, DPI will not, without the prior written consent of Buyer, engage in any of the following transactions: (i) enter into any new employment agreement with officers, directors or employees; (ii) grant any increase in the compensation payable or to become payable to the Markets and Assets:Individual Sellers or any other officers or employees or establish, adopt, enter into, or make any new grants or awards under, accelerate payment or vesting, become obligated to grant any awards under, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option or other equity, pension, retirement, incentive or deferred compensation, employment, retention, termination, severance, health, life or other welfare, fringe, Employee Benefit Plan, or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, or grant or pay any benefit not required by an existing Employee Benefit Plan or other plan or arrangement. 5.1 The business (iii) make a commitment for any significant investment of Seller will be conducted in the usual and ordinary coursea capital nature; (iv) enter into any waiver, the character release or relinquishment of the business will not changeany contract rights, no different business will be undertaken within the Market, and Seller willexcept, in accordance with its past practiceseach case, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not business and consistent with past practice; (v) enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, new leases for property except in the ordinary course of business, or terminate any permitsof the Client Agreements; (vi) acquire the assets of any business or any corporation, licensespartnership or other business organization or otherwise acquire any assets which are material in the aggregate to the Business; (vii) sell, approvals, lease or authorization or otherwise dispose of any Asset except in the ordinary course of businessbusiness consistent with past practice; (viii) create, cancel assume or incur any debts encumbrance on any of the Assets; (ix) amend, terminate or claimswaive any right of substantial value arising under any of the Client Agreements or otherwise relating to the Business; (x) fail to pay current liabilities, including accounts payable and accrued expenses, in the ordinary course of business and otherwise in accordance with their terms; (xi) collect any accounts receivable outside of the ordinary course and in advance of their due dates; (xii) take or perform any action which would or might cause any representation or warranty made by Sellers herein to be rendered inaccurate, in whole or in part, and/or which would prevent, inhibit or preclude the satisfaction, in whole or in part, of any covenant required to be performed or satisfied by Sellers at or prior to the Closing and/or the implementation of the within transaction; (xiii) agree in writing or otherwise take any of the foregoing actions or any action which would make any representation or warranty in this Agreement to be untrue or incorrect; or (xiv) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 2.10 above. (b) During the period from the date of this Agreement to the Closing Date, Individual Sellers will: (i) take and perform any and all actions necessary to render accurate and/or maintain the accuracy of, all of the representations and warranties of Individual Sellers and DPI herein contained and satisfy each covenant or condition required to be performed or satisfied by Sellers prior to the Closing and/or cause or permit the implementation of the within transaction; (ii) carry on and maintain the Business in substantially the same form, style and manner as operated by Sellers prior to this Agreement and use their best efforts to preserve DPI's business organization and its relationships with its customers, all employees and others having business relations with DPI, and not voluntarily engage in any transaction not in the ordinary course of business without the prior consent of Buyer; (iii) knowingly enter into any transaction outside use their best efforts in good faith to cause each of DPI's customers including, but not limited to those listed on Schedule 1.2(e) of the ordinary course Disclosure Schedules, to indicate their intention to continue to be bound by the terms and conditions of business.the Client Agreements; (iv) make, accrue or become liable use their best efforts in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments good faith to any employee in cause each of DPI's employees to continue employment with DPI following the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;Closing Date; and (v) make or permit any amendment or early termination give prompt written notice to Buyer of any contractmaterial development affecting DPI's, except in the ordinary course clients, liabilities, business, financial condition, operations, results of business; (vi) through negotiations operations, or otherwise, make any commitment affecting the Market or incur any liability affecting the Market future prospects; and give prompt written notice to labor organizations without the prior written approval Buyer of Buyer; (vii) make any material alteration development affecting Sellers' ability to consummate the normal and customary pricing in the Market transactions contemplated by this Agreement. No disclosure, pursuant to this paragraph "6.7 (b)(v)", however, shall cure any misrepresentation, breach of warranty, or terms and conditions breach of sale extended to Seller's customers; orcovenant.

Conduct of Business Pending Closing. Seller representsSubject to Section 7.2 and the constraints of applicable operating agreements and other existing agreements, warrants and agrees that from the date of this Agreement until through the Closing Date, except as disclosed in Schedule 7.1 or as otherwise consented to or approved in writing by Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), Seller covenants and agrees that: Changes in Business. Seller shall cause each of the LLCs to comply with the following: no LLC shall make any material change in the conduct of its business or operations, except as contemplated by the matters described in Part I of Schedule 7.1; except in the ordinary course of business and consistent with past practices and except for the transfer of the Transferred Contracts as provided in Section 7.1(d), no LLC shall enter into, assign, terminate, or amend, in any material respect, any Project Document; no LLC shall: declare or pay any dividends or make any distributions in respect of, or issue any of, its equity securities or securities convertible into its equity securities, or repurchase, redeem, or otherwise acquire any such securities or make or propose to make any other change in its capitalization; provided, however, that on or before the Closing Date, Seller shall have the right to cause such LLC to dividend to Seller any or all of the cash held by such LLC (to the Markets and Assets: 5.1 The business extent such cash was not received as the result of a breach by Seller will be conducted of its obligations in the usual and ordinary course, the character this Section 7.1(a)); merge into or with or consolidate with any other Person or acquire all or substantially all of the business will or assets of any Person; make any material change in its Certificate of Formation or Limited Liability Company Agreement; purchase any securities of any Person, except for investments made in the ordinary course of business and consistent with prior practices; incur any obligations for borrowed money or guarantee or otherwise become liable for the obligations of, or make any loans or advances to, any Person not changean Affiliate of Seller; or fail to fully perform and pay its obligations under or in respect of any of the Material Agreements, the Transferred Contracts, or the Other Contracts, the Permits, or liabilities and obligations incurred under this Section 7.1, all to the extent accruing before the Closing Date. other than pursuant to the requirements of existing contracts or commitments, no different business will be undertaken within the MarketLLC shall sell, and Seller willlease, in accordance with or otherwise dispose of any of its past practicesassets, preserve except for Buyer the relationship with suppliers(a) assets sold, customers and others having business relations with Sellerleased, including those employees or otherwise disposed of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not (b) the sale or disposition of any item of personal property or equipment having a value of less than $50,000, and (c) the transfer or other disposition of the accounts receivable or advances due or owed to such LLC from any Affiliate of Seller; no LLC shall take any action or enter into any contract, agreement, commitment or understanding with respect to employing or in contemplation of any agentsliquidation, wholesalersdissolution, dealersrecapitalization, brokers reorganization, or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any other winding up of its Assets business or operations; no LLC shall change its accounting policies or practices (including, without limitation, any change in the Market; (ii) sell depreciation or transfer any of its Assets in the Marketamortization policies), except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly as required under GAAP; no LLC shall enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller employment agreement not terminable by such LLC at will and without cost to such LLC; no LLC shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to create any employee in benefit plan (within the Market inconsistent with prior practices meaning of Section 3(3) of ERISA) or any other than as shown on a Schedule employee benefit plan or Exhibit program not subject to this Agreement; (v) make or permit any amendment or early termination of any contractERISA, except in as required by Law; and no LLC shall take (or fail to take) any action that will or could reasonably be anticipated to cause such LLC (1) to lose its status as an exempt wholesale generator within the ordinary course meaning of business; the Energy Policy Act of 1992 and applicable FERC regulations, or (vi2) through negotiations or otherwise, to lose its authorization under the Federal Power Act to make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval wholesale sales of Buyer; (vii) make any material alteration to the normal capacity and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orenergy at market-based rates.

Conduct of Business Pending Closing. Seller represents(a) Artesian Utility Development, warrants Inc. shall continue to conduct the operations of the Facilities, the Water Transmission System and the other Purchased Assets according to its ordinary and usual course of business and Port Deposit will preserve intact the Purchased Assets and agrees that from the date except as set forth in Schedule 6.1, or as a result of this Agreement until the Closing as to the Markets ordinary wear and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except tear in the ordinary course of business, or as may be first consented to by Buyer in writing, during the period from the date of this Agreement through and including the Closing Date, Port Deposit will not sell, lease, transfer, assign or convey any permitsPurchased Assets, licensesamend modify, approvalscancel or terminate any Assumed Contract, will not amend any Tax Return and will otherwise maintain satisfactory relationships with respect to the Purchased Assets with other Governmental Authorities, Suppliers, agents, Customers, and others having relationships with Port Deposit in respect of the operations of the Facilities, the Water Distribution, Treatment and Metering Systems or authorization the other Purchased Assets. In addition, Port Deposit shall promptly notify the Buyer in writing of any notice or other communication that it receives (written or oral) respecting any Litigation or Audit involving or affecting the Purchased Assets. Without limiting the foregoing and except as set forth on Schedule 6.1 or as may be first consented to by Buyer in writing, Port Deposit shall not: (a) enter into any Contract other than with Customers or Suppliers in the ordinary course of business, cancel any debts or claimsbusiness substantially as conducted heretofore; (iiib) knowingly enter into cause any transaction outside Material Adverse Change or perform or not perform any action the ordinary course performance or non-performance of business. (iv) make, accrue or become liable which would reasonably be expected to result in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementMaterial Adverse Change; (vc) make any loan or permit advance to any amendment Customer, Supplier or early termination employee whose responsibilities involve the operation of any contractthe Purchased Assets, except other than for services provided to Customers on credit or advances to employees under a Benefit Plan, in each case, in the ordinary course of businessbusiness consistent with past practice; (vid) through negotiations or otherwise, make any commitment affecting the Market or (i) incur any liability affecting Indebtedness in respect of the Market to labor organizations without Purchased Assets, except expenses and current liabilities incurred in connection with or for services rendered or goods supplied in the prior written approval ordinary course of Buyerbusiness or obligations or liabilities incurred by virtue of the execution of this Agreement, or (ii) create any Lien on any Purchased Assets; (viie) cancel, waive or release any debt, right or claim in respect of the Purchased Assets or the ownership or operation thereof, except, in each case, in the ordinary course of business consistent with past practice; (f) change the accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by Port Deposit involving or affecting the Purchased Assets or the ownership or operation thereof; (g) make any material alteration capital expenditure or commitment therefore for which the Buyer will be liable at or following the Closing; (h) make, revoke or change any Tax election, or settle any matter relating to Taxes involving or affecting the normal Purchased Assets or the ownership or operation thereof or any matter relating to rebates or penalties in lieu of rebates involving or affecting the Bonds; (i) take any action that if taken after the date of this Agreement would constitute a variance from or breach of the representations and customary pricing warranties set forth in the Market or terms and conditions Article IV of sale extended to Seller's customers; orthis Agreement.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from Between the date of this Agreement until hereof and the Closing Date, except as to otherwise approved in advance in writing by the Markets and AssetsBuyer, the Seller shall: 5.1 The (a) operate the business of Seller will be conducted the Facilities only in the usual and ordinary course, consistent with past practice; (b) maintain all of the character Assets in their present repair, order and condition and maintain insurance upon all of the Assets and with respect to the conduct of the business will not change, no different business will be undertaken within of the Market, and Seller willFacilities, in accordance with its past practices, preserve amounts and kinds comparable to that in effect on the date hereof; (c) not sell or transfer any of the Assets except for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except sales or transfers made in the ordinary course of businessbusiness and consistent with past practice; (d) maintain the accounts and records related to the Facilities in the ordinary course, Seller will consistent with past practice; (e) comply with all material laws applicable to the Facilities and to the conduct of the business of the Facilities; (f) perform all its material obligations related to the Facilities without fault; (g) not enter into transfer or grant any contractrights under any concessions, agreementleases, commitment licenses, agreements, patents, inventions, trademarks, trade names, servicemarks, brandmarks, brandnames or understanding copyrights or with respect to employing any agents, wholesalers, dealers, brokers or consultants know-how included in the development Assets; (h) refrain from doing any act or from omitting to do any act that will cause a material breach of any lease, contract or commitment listed in Schedules 3.1(a)(ii), 3.1(a)(iii), 3.1(b)(ii) and sale 3.1(b)(iii) hereto or entering into any agreement to amend, modify, renew or terminate any such lease, contract or commitment except for termination of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets lease agreement with ▇▇▇▇▇ Petrotech Associates, Inc., as provided in the Market, Seller will not:Section 5.3(k) hereof; (i) mortgage, pledge not otherwise incur any obligation or subject to any lien, charge liability (fixed or encumbrance any contingent) in respect of its Assets in the Market; (ii) sell or transfer any of its Assets in the MarketFacilities, except normal trade or business obligations incurred in the ordinary course of business, or any permits, licenses, approvals, or authorization or business and consistent with past practice and except in connection with this Agreement and the ordinary course of business, cancel any debts or claims;transactions contemplated hereby; and (iiij) knowingly notwithstanding clause (c) of this Section 8.1, not enter into any transaction outside the ordinary course of business. (iv) make, accrue contract or become liable commitment in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market Assets and involving either a term of more than 30 days or incur any liability affecting the Market to labor organizations without the prior written approval a sum in excess of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or$100,000.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of hereof until the Closing, except as consented to by Purchaser in writing (which consent shall not be unreasonably withheld) or as otherwise expressly contemplated by this Agreement until the Closing (including, without limitation, pursuant to Section 6.7 hereof), Seller agrees as to the Markets and Assetsfollows: 5.1 (a) The Company and each Company Subsidiary shall be maintained at all times as a corporate entity validly existing and in good standing under the laws of the applicable jurisdiction of incorporation or formation; (b) The Company and the Company Subsidiaries shall each carry on its business of Seller will be conducted and operations substantially in the usual and ordinary course, the character manner carried on as of the date hereof and shall not engage in any activity or transaction or make any commitment to purchase, lend or spend other than in the ordinary course of its business will and consistent with past practices except that no new Servicing shall be purchased; (c) The Company shall not changedeclare, no different authorize or pay any distribution or dividend to Seller or accept any capital contribution or forgiveness of indebtedness, other than as provided in Schedule 6.2(c) under the Disclosure Letter; (d) Neither the Company nor any Company Subsidiary shall pay or grant or increase any compensation, commission, option, severance or termination payment or bonus to any director, officer, employee, sales representative, broker or independent contractor as such, except (i) in the ordinary course of business will be undertaken within the Market, and Seller will, in accordance consistent with its past practices, (ii) bonuses described in Schedule 4.16(b) under the Disclosure Letter; and (iii) payments described in Schedule 6.2(d) under the Disclosure Letter, which bonuses and payments described in clauses (ii) and (iii) shall be paid immediately prior to the Closing by Seller or the Company; (e) The Company shall use its commercially reasonable efforts to continue to maintain its credit arrangement to fund Advances and to carry all of its existing insurance; (f) Neither the Company nor any Company Subsidiary shall sell, license, assign or otherwise dispose of or pledge or otherwise encumber, any of its properties or assets, or obligate itself to do any of the foregoing, except in the ordinary course of its business; (g) Neither the Company nor any Company Subsidiary shall amend its certificate or articles of incorporation or by-laws or other organizational documents; (h) The Company and the Company Subsidiaries shall each use its commercially reasonable efforts to preserve for Buyer intact its business organization, Permits, maintain its rights, licenses and franchises (including all Intellectual Property rights and licenses) and to preserve the relationship with suppliersgoodwill of any clients, customers co-investors and others having business relations relationships with the Company and the Company Subsidiaries; (i) Neither the Seller, including those employees of Seller which Buyer intends Company, nor any Company Subsidiary shall implement any change in accounting principles, practices or methods or, for Tax purposes, request any such change; (j) The Company shall use its commercially reasonable efforts to hire after Closing. 5.2 Except maintain its books, accounts and records in the ordinary course of business, Seller will and to maintain and keep its and the Company Subsidiaries' properties and assets in good repair and condition, subject to ordinary wear and tear provided that the Company shall not make any capital expenditure or commitment in excess of Two Hundred Fifty Thousand Dollars ($250,000); (k) The Company shall use its commercially reasonable efforts to pay its and the Subsidiaries' debts and Taxes in a timely manner, subject to good faith disputes, and to pay any other debts or perform any other obligations in a timely manner; (l) The Company shall use its commercially reasonable efforts to retain its and the Subsidiaries' employees, officers and agents and maintain satisfactory relationships with such employees, officers and agents and maintain its current termination, compensation, hiring and promotion practices; (m) The Company shall not change the number of authorized or outstanding shares of its capital stock or affect any reclassification thereof, or issue, grant, sell or pledge any shares of its capital stock or warrants, options or other rights therein; (n) Neither the Company nor any Company Subsidiary shall enter into any contractMaterial Contract, agreement, commitment other than contracts for the servicing of mortgage or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except other loans entered into in the ordinary course of business, consistent with past practice, incur any new indebtedness for borrowed money or incur any permitsmaterial liabilities, licenses, approvals, except for borrowing funds from its current credit lines for making payments required or authorization permitted to be made under this Agreement prior to or except in the ordinary course of business, cancel any debts or claimsat Closing; (iiio) knowingly enter into Neither the Company nor any transaction outside Company Subsidiary shall incur any contingent liability as a guarantor or otherwise with respect to the ordinary course obligation of business. (iv) makeothers or any other contingent or fixed obligations or liabilities, accrue or become liable in make any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation loans or other similar payments advances to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contractperson, except for advances made to employees for expenses in the ordinary course of business; (vip) through negotiations The Company shall not acquire, directly or indirectly, or agree to acquire an equity interest or substantially all the assets of any business, corporation, partnership, joint venture or other business organization by merger, consolidation, exchange, purchase or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (viiq) Neither the Company nor any Company Subsidiary shall (i) file any Action, other than to enforce the terms of the Mortgage Loans or (ii) settle any Action filed or otherwise instituted against it if such settlement would contain relief other than monetary damages or a modification, release or adjustment of the Mortgage Loan that is the subject of the Action; (r) Neither the Company nor any Company Subsidiary shall enter into any new line of business; (s) Neither Seller, the Company, nor any Company Subsidiary will execute or consent to any waivers extending the statutory period of limitations with respect to any Action involving the Company or any Company Subsidiary or the collection or assessment of any Taxes, or amend any Tax Returns; (t) Neither Seller, the Company, nor any Company Subsidiary will amend any Tax Returns, prepare or file any Tax Returns in a manner that is inconsistent with its past practice in preparing or filing similar Tax Returns in prior periods, or make or rescind any express or deemed election relating to Taxes or change any of its methods of reporting income or deductions for Tax purposes. (u) Neither Seller, the Company, nor any Company Subsidiary will commence any litigation or proceeding with respect to any Tax Liability or settle or compromise any Tax Liability; and (v) Neither Seller, the Company, nor any Company Subsidiary shall take any action intended or reasonably likely to result in (i) a Material Adverse Effect with respect to the Company, (ii) any of the representations and warranties of Seller set forth in this Agreement being or becoming untrue in any material alteration respect at any time at or prior to the normal and customary pricing Closing Date, (iii) any of the conditions set forth in the Market Article Eight not being satisfied in a timely manner or terms and conditions (iv) a material violation of sale extended to Seller's customers; orany provision of this Agreement, except, in each case, as required by applicable Law or Applicable Requirements.

Conduct of Business Pending Closing. Seller represents, warrants The Company covenants and agrees that from that, between the date of this Agreement until and the earlier of the termination of this Agreement or the Closing Date, unless the Majority Purchasers shall otherwise agree in writing, the businesses of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice. By way of amplification and not limitation, except as contemplated by this Agreement, the Company shall not, between the date of this Agreement and the earlier of the termination of this Agreement or the Closing Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Majority Purchasers: (a) amend or otherwise change the Company's Certificate of Incorporation or By-laws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of Common Stock, or Preferred Stock, or any options, warrants, convertible securities or other rights of any kind to acquire shares of Common Stock or Preferred Stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company; at a purchase price per share that is less than the purchase price per Purchased Share to be paid by the Purchasers: (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (i) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, except in the ordinary course of business and consistent with past practice; (iii) enter into any contract or agreement material to the Markets and Assets: 5.1 The business business, results of Seller will be conducted in the usual and ordinary course, the character operations or financial condition of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except Company other than in the ordinary course of business, Seller will not consistent with past practice; (iv) authorize any capital expenditure; or (v) enter into or amend any contract, agreement, commitment or understanding arrangement with respect to employing any agents, wholesalers, dealers, brokers or consultants matter set forth in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: this subsection (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Markete); (iif) sell sell, assign or otherwise transfer all or substantially all of the assets of the Company; (g) take any of its Assets in the Marketaction, except other than reasonable and usual actions in the ordinary course of businessbusiness and consistent with past practice, with respect to accounting policies or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsprocedures; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsExcept as may be required to obtain the regulatory approvals referred to in Section 5.1 of this Agreement, warrants or as may be otherwise required by statute, regulation or regulatory authority, any and agrees that from the date all of which instances shall have been disclosed in writing to Purchaser, or as expressly permitted or required by other provisions of this Agreement until between the date hereof and the Closing as to the Markets and Assets: 5.1 The business of Date Seller will be conducted in the usual and ordinary courseshall not, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the MarketPurchaser, Seller will notwhich consent shall not be unreasonably withheld: (ia) mortgage, pledge Cause the Subject Banking Office to engage or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable participate in any way for material transaction or incur or sustain any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, material obligation except in the ordinary course of business; (vib) through negotiations Cause (except at the unsolicited request of a customer) the Subject Banking Office to transfer to or otherwiseacquire from any other banking or similar organization any Transferable Deposit Liabilities or other assets or liabilities, make any commitment affecting except for transfers to other operations of equipment and supplies, if any, excluded from the Market definition of Fixed Assets or incur any liability affecting which have a unique function in Seller's business and ordinarily would not be useful to Purchaser (such as, for example, signs), and cash and other normal inter-bank transfers which may be made in the Market to labor organizations without the prior written approval ordinary course of Buyerbusiness in accordance with normal banking practices; (viic) make Amend any material alteration to of the normal and customary pricing Qualifying Other Agreements, other than in the Market ordinary course of business (and Seller shall furnish prompt notice and a copy thereof to Purchaser); (d) Transfer or terms and conditions terminate any Contract Employee now assigned to or employed in connection with the Subject Banking Office or increase or agree to increase the salary or other compensation or change the title of sale extended any such employee, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice or existing employment contracts; (e) File any application to relocate the Subject Banking Office unless operations at such Subject Banking Office cease due to or any casualty, disaster or force beyond Seller's customers; orcontrol;

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from (a) From the date of this Agreement until the Closing Date, except as contemplated herein, including the TradeHelm Spinoff, and except as otherwise expressly consented to in advance by Buyer in writing, the Company shall, and the Sellers shall cause the Company and each of its Subsidiaries to (i) not sell, transfer or otherwise dispose of any of its assets except the sale of goods and services in the Ordinary Course of Business, (ii) maintain in the Ordinary Course of Business the operations of the Company and its Subsidiaries prior to the Markets Closing Date and Assets: 5.1 The business of Seller will be conducted shall conduct and operate the Company and its Subsidiaries in the usual Ordinary Course of Business (including timely payment of accounts payable, purchase of inventory, performance of all necessary maintenance and ordinary courserepairs, making capital expenditures and collection of accounts receivable), (iii) take all measures consistent with the Company’s Ordinary Course of Business to preserve and maintain in good repair and condition all of its assets and properties, (iv) not modify or negotiate the terms of any material contracts, including, without limitation, the character Leases, (v) not take any action to amend the articles of incorporation, bylaws or other constitutive documents of the business Company or its Subsidiaries, (vi) not issue, sell or otherwise dispose of any of its authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or its Subsidiaries or issue any option to acquire capital stock of the Company or its Subsidiaries or any securities convertible into or exchangeable for capital stock of the Company or its Subsidiaries, (vii) not declare or pay any dividend or make any other distribution in cash or property on the Company’s capital stock, (viii) not, directly or indirectly, cause or permit any state of affairs, action or omission that constitutes, or could lead to, a Material Adverse Change, (ix) preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and good will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers customers, distributors and any others having with whom or with which it has business relations with Sellerrelations, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will (x) not enter into any contractemployment contract with any officer or employee, agreementmodify the terms of any existing employment contract or make any loan to or enter into any transaction of any other nature with any of the Company’s or its Subsidiaries’ officers or employees or other service providers, commitment (xi) not commit to pay any bonus, pension, retirement allowance, severance, or understanding termination pay or grant any equity compensation or any increase in base compensation or employee benefits to its employees outside of the Ordinary Course of Business, (xii) not enter into, adopt, amend, modify or terminate any bonus, profit sharing, incentive, severance or similar Existing Contract for the benefit of any of its employees or other service providers (or take any such action with respect to employing any agentsBenefit Plan, wholesalersexcept as may be required to ensure such Benefit Plan’s compliance with Applicable Law), dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (ixiii) mortgage, pledge or subject to hire any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Marketnew employees, except in the ordinary course Ordinary Course of businessBusiness with respect to employees with an annual base salary and incentive compensation opportunity not to exceed $100,000, (xiv) maintain and not allow to lapse or become abandoned or grant any permitsexclusive rights in and to any material Intellectual Property of the Company, licenses(xv) maintain in effect all material insurance policies, approvalsincluding the payment of all premiums as they become due, (xvi) not make any Tax election or authorization rescind or except in the ordinary course change any Tax election or adopt or change any method of businessaccounting, cancel any debts or claims; (iii) knowingly not enter into any transaction outside the ordinary course settlement of business. (iv) makeor compromise any material Tax liability, accrue or become liable in not change any way annual Tax accounting period, not enter into a closing agreement for any bonus (other than those which Seller shall pay in full)Tax, profit-sharing, pension, incentive compensation or other similar payments not surrender any right to any employee Tax refund, not file any amended Tax Return or refund claim with respect to any Tax, or not prepare any Tax Return that is filed before the Closing Date in the Market a manner inconsistent with prior practices applicable to the preparation of such Tax Returns, and (xvii) not take any action inconsistent with this Agreement or with the consummation of the Closing. (b) The Sellers and Buyer shall (i) confer on a regular basis with the other parties, (ii) report (to the extent permitted by Applicable Law and any applicable confidentiality agreement) to the other parties on operational matters of the Company and its Subsidiaries and (iii) promptly advise the other parties orally and in writing of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect such that the conditions set forth in Section 8.1(d) or Section 8.2(a) would not be satisfied, (B) the failure by it (1) to comply with or satisfy in any respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is qualified as to materiality or (2) to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is not so qualified as to materiality, (C) any change, event or circumstance that would reasonably be expected to have a material adverse effect on such party or on its ability to consummate transactions contemplated hereby in a timely manner, (D) any written notice or other than as shown written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (E) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated hereby or (F) the commencement of any Proceeding or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to ARTICLE IV or which relates to the consummation of the transactions contemplated hereby. Any written notices by the Company or the Sellers shall be in the form of a Schedule supplement or Exhibit amendment to the applicable representations and warranties (including the applicable section of the disclosure schedules), provided that such supplement or amendment reflects matters arising from events that occur after the date hereof and prior to or on the Closing Date and not arising from a breach of this Agreement. Any information disclosed in such supplement or amendment pursuant to this Agreement; Agreement shall not affect (vi) make any Seller’s liability with respect to any statement in any representation and warranty made by the Company or permit any amendment or early termination of any contractsuch Seller in this Agreement that was inaccurate when made on the date hereof, except in the ordinary course of business; and (viii) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market Buyer’s right to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orindemnification under Section 9.2.

Conduct of Business Pending Closing. Seller representsExcept as may be required to obtain the regulatory approvals referred to in Section 6.1, warrants and agrees that from except as may be otherwise required by a regulatory authority, between the date of this Agreement until hereof and the Closing as to Date, Seller shall conduct its business at the Markets and Assets: 5.1 The business of Seller will be conducted Banking Office only in the usual ordinary course consistent with past practices and ordinary course, in substantially the character of the same manner as such business will not change, no different business will be undertaken within the Marketis now being conducted, and Seller willshall not, without the prior consent of Purchaser, which consent shall not be unreasonably withheld: (i) Cause or permit the Banking Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business consistent with past practices; (ii) Cause or permit, or in any way, directly or indirectly, encourage, the Banking Office, or any of its depositors, customers, borrowers, officers, directors or employees, to transfer to Seller's other operations any Statement Assets or Deposit Liabilities; (iii) Transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any Assets except in the ordinary course of business consistent with past practices; (iv) Enter into or amend any agreement, contract or commitment relating to the Banking Office which would be included among the Liabilities for the purchase or lease of materials, supplies or equipment which cannot be terminated on not more than 30 days' notice without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination; (v) Hire personnel at the Banking Office which would cause the staff at the Banking Office to exceed the personnel employed thereat on November 30, 2000; (vi) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Banking Office who upon closing are expected to become employees of Purchaser other than in accordance with its past practicesSeller's customary policies or bank-wide changes, preserve for Buyer or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (vii) Terminate, amend or reduce in any significant respect the relationship operations of the Banking Office; (viii) Transfer employees to the Banking Office from Seller's other branches or operations, except, upon notice to Purchaser, temporary transfers of Seller's employees to fill positions in the Banking Office pending the placement of permanent employees, which transfers, if not sooner terminated, shall terminate at the Closing Date; or transfer employees from the Banking Office to Seller's other branches or operations; (ix) Undertake any actions that are inconsistent with suppliers, customers and others having business a program to use reasonable efforts to maintain good relations with Sellerofficers and employees employed at the Banking Office and customers of the Banking Office, unless such actions are required or permitted by this Agreement; (x) Enter into any collective bargaining agreement or employment agreement affecting any officers or employees at the Banking Office; (xi) File an application to relocate the Banking Office; (xii) Enter into any discussion, commitment, agreement, understanding or other arrangement to dispose of the Banking Office other than with or to Purchaser pursuant to the terms of this Agreement; (xiii) Effect any changes to the terms of any deposit liability, including those employees the interest rate applicable thereto, except for changes in the ordinary course of Seller business consistent with past practices that are applied uniformly in all of Seller's other branch offices, or open any new type of deposit account at the Banking Office other than deposit accounts that are uniformly available at Seller's other branch offices; PROVIDED, that Purchaser will not be obligated by any provision contained herein to, but may, assume any deposit liability associated with any such new type of deposit account; (xiv) Decrease its marketing, advertising or soliciting efforts with respect to any type of deposit account offered by the Banking Office, or increase the interest rate offered for any deposit account offered by the Banking Office, except for decreases or increases in the ordinary course of business consistent with past practices that are applied uniformly in all of Seller's other branch offices; (xv) Effect any changes to the terms of any of the Contracts, which Buyer intends to hire after Closing. 5.2 Except changes would cause or permit modification, acceleration or termination of any Contract by any party thereto, other than changes that occur in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not:; or (ixvi) mortgage, pledge or subject Agree to any lien, charge or encumbrance do any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of businessforegoing. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsExcept as otherwise provided in this Agreement, warrants and agrees that from or with the prior written consent of the Buyer, between the date of this Agreement until and the Closing as Date, Seller shall, with respect to the Markets and AssetsBusiness: 5.1 The business of Seller will be conducted (a) carry on the Business in the usual ordinary course consistent with past practice; (b) use its commercially reasonable efforts to: (i) preserve the Transferred Assets intact and maintain the condition of such Transferred Assets (understanding that inventory included in the Transferred Assets will continue to be consumed by the Business in the ordinary course, ); (ii) preserve existing relationships with Persons related to the character Business; (iii) retain the services of the business will not change, no different business will be undertaken within present employees of the Market, Business; and Seller will, in accordance with its past practices, (iv) preserve for Buyer the relationship with suppliers, goodwill of the customers and others having business relations vendors of the Business; (c) pay the debts, Taxes, accounts payable of the Business and other obligations of the Business when due; (d) continue to collect Accounts Receivable in a manner consistent with Sellerpast practice, including those employees without discounting such Accounts Receivable except as consistent with past practice; (e) not pledge, sell, lease, transfer, license, assign or otherwise make subject to a Lien any of Seller which Buyer intends to hire after Closing. 5.2 Except the Transferred Assets other than sales of inventory in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market); (iif) sell not disseminate or transfer disclose, directly or indirectly, any of its Assets in the Markettrade secrets of the Business to any third party, except other than in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsbusiness pursuant to a binding non-disclosure agreement; (iiig) knowingly not amend, terminate or enter into any transaction outside agreements or contracts that require annual payments or receipts of funds by the ordinary course Seller in excess of business. (iv) makeUS$25,000, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vih) through negotiations not make, revoke or otherwisechange any Tax elections or settle any matter relating to Taxes that would result in any Tax Lien imposed against the Transferred Assets, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval consent of the Buyer; (viii) make not hire any material alteration to the normal and customary pricing additional employees or terminate any current employees except in the Market ordinary course of business consistent with past practice; (j) not increase the annually recurring compensation or terms benefits payable to, or to become payable to, any employees of Seller except in the ordinary course of business consistent with past practice; and (k) not take or agree to take any action that would render inaccurate the representations and conditions of sale extended to Seller's customers; orwarranties set forth in Article 4.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Schedule 4.1, (ii) to the extent otherwise required or permitted under this Agreement, (iii) to pay RESTAT Transaction Costs, or (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Dohm▇▇ ▇▇▇ll, and shall cause RESTAT to, use commercially reasonable efforts to carry on the Business until the Closing as to the Markets and Assets: 5.1 The business Date or earlier termination of Seller will be conducted this Agreement in the usual ordinary course consistent with past practice. Consistent with the foregoing, Dohm▇▇ ▇▇▇ll, and shall cause RESTAT to, (i) take commercially reasonable efforts consistent with past practice to keep and maintain its tangible assets in operating condition and repair (ordinary coursewear, tear and obsolescence excepted) adequate for the character conduct of the Business as currently conducted and (ii) use commercially reasonable efforts consistent with past practice to maintain its business will not changeorganization intact, no different business will be undertaken within to keep available the Marketservices of its current officers and employees and to preserve its relationships and goodwill with customers, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers licensors, business partners, employees and others having business relations with Sellerit. Without limiting the generality of the foregoing, including those employees and except (i) as set forth on Schedule 4.1, (ii) as otherwise required or permitted under this Agreement, or (iii) with the prior written approval of Seller Buyer (which Buyer intends approval shall not unreasonably be withheld, conditioned or delayed), Dohm▇▇ ▇▇▇ll not, and shall not permit RESTAT, during the period from the date hereof to hire after Closing.the Closing Date to do any of the following: 5.2 Except (i) Amend RESTAT’s articles of organization or the Operating Agreement; (j) Issue, deliver, sell, pledge, dispose of or encumber any RESTAT limited liability company interests, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire or which are convertible into or exchangeable for any RESTAT limited liability company interests; (k) Declare, set aside, make or pay any distribution payable in RESTAT limited liability company interests, or in property with respect to any of the outstanding Membership Interests, except that nothing in this Section 4.1 shall preclude, prevent or otherwise restrict the cancellation of intercompany accounts or the payment of distributions permitted by Sections 4.6 and 4.7; (l) Reclassify, combine, split, subdivide any of RESTAT’s outstanding limited liability company interests or issue any securities in respect of, in lieu of or in substitution for its outstanding limited liability company interests, or redeem, purchase or otherwise acquire, directly or indirectly, any of RESTAT’s outstanding limited liability company interests; (m) Form any subsidiary or acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or any securities, assets or properties of any Person, other than capital expenditures permitted by Section 4.1(t) hereof and minor amounts of personal property acquired for fair value in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding business consistent with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not:past practice; (i) mortgageIncur any Indebtedness or issue any debt securities or assume, pledge guarantee or subject endorse (other than endorsement for collection), or otherwise as an accommodation party become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person, other than Indebtedness, loans, advances, capital contributions and investments between Dohm▇▇ ▇▇▇ its Affiliates, on the one hand, and RESTAT, on the other hand, and advances to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except employees for routine business expenses in the ordinary course of businessbusiness consistent with past practice or (ii) amend, supplement or otherwise modify any permitsinstrument or agreement evidencing Indebtedness except as permitted by Section 4.6; (o) Institute any increase under, licensesenhance or accelerate any rights or benefits under or enter into, approvalsamend, terminate or authorization adopt any RESTAT Plan, Employment Agreement or except Change in Control/Stay Bonus Agreement, other than as required by any such RESTAT Plan or agreement or as required by applicable Laws; (p) Make any change in the amount of base salary, hourly rate of pay, bonus, commissions or other compensation (including as a result of a change in a compensation scheme, such as a commission scheme) of any of RESTAT’s officers or other Business Employees, other than (i) changes for Business Employees (other than RESTAT’s officers) made in the ordinary course of business, cancel business consistent with past practice or (ii) changes required by any debts Contract or claimsby applicable Laws; (q) Hire or otherwise engage any new officer or other employee at a base salary in excess of $100,000 per annum; (r) Enter into any agreement with, or otherwise grant any right to severance or termination pay to, any of RESTAT’S officers or other Business Employees; (s) Make any promises or representations to any employee regarding compensation or benefits to be provided by Buyer or RESTAT after Closing; (t) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization or alter the limited liability company structure of RESTAT or merge or consolidate with any Person; (u) Sell, lease (as lessor), sublease (as sublessor), transfer, or otherwise dispose of, or create any Encumbrance on, any of its assets or properties, other than (i) sales or other dispositions of inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice, (ii) transfer of certain URLs and domain names (including content) to Dohm▇▇ ▇▇ provided in Section 4.9, or (iii) knowingly enter into Permitted Encumbrances; (v) (i) Cancel any transaction debts owed to it, (ii) commence, pay, settle or dismiss any claim or Litigation seeking monetary damages (exceeding $50,000) or injunctive relief, or (iii) waive any material rights held by it, except in each case as permitted by Section 4.6; (i) Intentionally accelerate or delay collection of any notes or accounts receivables in advance of their regular due date in the ordinary course of business consistent with past practice, (ii) intentionally delay or accelerate payment of any account payable or other Liability beyond its due date or the date when such Liability would have been paid in the ordinary course of business consistent with past practice or (iii) take any other action outside the ordinary course of business.business or inconsistent with past practice with the intent of avoiding a reduction in the Purchase Price based on the Closing Date Working Capital; (ivx) makeMake any change in the accounting procedures, accrue methods, practices or become liable policies applied in any way for any bonus the preparation of the RESTAT Financial Statements (other than those which Seller shall pay in fullactions required to be taken by GAAP), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (vy) make Make any change in the pricing policies, warranty policies, service policies, upgrade policies, personnel policies or permit any amendment or early termination of any contractother business policies, except other than in the ordinary course of businessbusiness consistent with past practice; (viz) through negotiations Prepare or otherwisefile any RESTAT Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any commitment affecting election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar RESTAT Tax Returns in prior periods, including any position, election or method inconsistent with the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerIntended Tax Treatment; (viiaa) make Make or change any Tax election for RESTAT, amend any Tax Return of RESTAT or settle or compromise any material alteration Tax Liability of RESTAT; (bb) Make any capital expenditures, capital additions or capital improvements that, when added to all other capital expenditures, capital additions or capital improvements during such period from the date of this Agreement to the normal and customary pricing Closing Date, exceeds $150,000; (cc) Enter into, amend in any material respect, terminate or waive performance of any material terms under, any Material Contract (or any Contract that would have been required to be listed as a Material Contract in Schedules 2.6(c), 2.7(b)¸ 2.8(c), 2.9(a) or 2.20 had such Contract been entered into prior to the date of this Agreement), other than entering into new customer Contracts in the Market ordinary course of business consistent with past practice. (dd) Dispose of or terms and conditions permit to lapse any rights to the use of sale extended any Intellectual Property, or dispose of or disclose to Seller's customersany Person other than representatives of Buyer any Trade Secret or other intangible Intellectual Property not theretofore a matter of public knowledge; (ee) Enter into Contract for the purchase or lease of real property or any option to extend a Lease; (ff) Enter into any collective bargaining agreement; (gg) Take any action that would cause Buyer to have any Liability or notice or other obligation under the WARN Act; (hh) Cancel any, or reduce the amount of, insurance coverage provided by existing insurance policies identified on Schedule 2.18 or agree or permit any such existing insurance policy to lapse; or (ii) Agree, authorize or commit to do any of the foregoing, or enter into any Contract to do any of the foregoing.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until hereof to and including the Closing as Date, the Stockholder shall cause the Company to conduct its operations in the Ordinary Course of Business and will use its reasonable best efforts to cause the Company (a) to preserve the Company's business organization in a manner reasonably necessary to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character conduct of the business will not change, no different business will be undertaken within Business; (b) to maintain the Market, Company's books and Seller will, records in accordance with its past practices; (c) to keep available the services of the Company's officers and employees reasonably necessary to the conduct of the Business; and (d) to maintain satisfactory relationships with licensors, preserve for Buyer the relationship with suppliers, distributors, customers and others having business relations relationships with Sellerthe Company. The Stockholder shall confer with the Purchaser or its Representatives to keep it informed with respect to operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement from the date hereof to and including those the Closing Date, the Stockholder shall not permit the Company to, and the Company shall not, without the prior consent of Purchaser (which consent shall not unreasonably be withheld, it being agreed that it would not be unreasonable for Purchaser to withhold its consent if any action proposed by the Stockholder would adversely affect the value of the Business to Purchaser): 6.4.1 create any new classes of capital stock, or issue any shares of capital stock or securities convertible or exchangeable into, or any options, warrants, agreements, calls or other rights to subscribe for, purchase or otherwise acquire, shares of capital stock; 6.4.2 create any material Liens (except for Permitted Liens and Liens for the benefit of the Lenders under the Credit Agreement which the Stockholder or the Company have agreed to grant pursuant to the Credit Agreement or the related security documents prior to the date of this Agreement) with respect to any of the Company's assets; 6.4.3 hire any new employees of Seller which Buyer intends to hire after Closing. 5.2 Except (other than in the ordinary course Ordinary Course of business, Seller will not Business) or enter into any contractemployment, agreementconsulting, commitment severance or understanding other compensation agreement with any Person or, except (i) as undertaken in the Ordinary Course of Business with respect to employing non-officer employees, (ii) as required under any agentsEmployee Plans previously disclosed to Purchaser or (iii) as required by applicable law, wholesalersincrease the rate of compensation, dealerscommission, brokers bonus or consultants other direct or indirect remuneration or other payments paid, payable or to become payable to or for the benefit of any officers, directors, consultants, agents or employees of the Business or adopt any Employee Plan or amend any Employee Plan in any material respect, except for changes to Employee Plans which are less favorable to participants in such plans or as may be required by applicable law; 6.4.4 make any material change in the development and sale nature of their services which requires an expenditure or method of more than $5,000 without conducting the prior written authorization of Buyer.Business; 5.3 As 6.4.5 waive any material rights relating to the Market Business, except for the settlement of claims by or Assets against the Company in the MarketOrdinary Course of Business and involving amounts not exceeding the aggregate sum of $25,000; 6.4.6 acquire or dispose of any material assets or properties of the Business, Seller will not:other than obsolete items or otherwise in the Ordinary Course of Business; 6.4.7 declare, set aside or pay any dividends or declare, set aside or make any other distributions of any kind to the Stockholder, other than (ia) mortgagepayments shown payable to the Stockholder on the Interim Balance Sheet, pledge (b) distributions of cash on a daily basis or subject other distributions in the Ordinary Course of Business and (c) distributions in an amount equal to the unpaid income Taxes of the Company for the current period, or make any liendirect or indirect redemption, charge retirement, purchase or encumbrance other acquisition of any Shares of its capital stock; 6.4.8 incur or assume any indebtedness for borrowed money (whether directly or by way of guaranty or otherwise), except for purchases on open account, endorsements of checks or other commercial paper, working capital advances by the Stockholder to the Company in the Ordinary Course of Business and other short-term indebtednesS incurred in the Ordinary Course of Business; or make any principal payment or reduction on, repay, redeem, retire or make any other payment in respect of, or cause to become due and payable, any indebtedness for borrowed money other than those payments that come due by the terms of any such indebtedness; 6.4.9 except as otherwise provided for in this Agreement, make any change in its accounting methods or practices or make any change in depreciation or amortization policies or rates adopted by the Company; 6.4.10 make any loan or advance to, enter into any agreement, transaction or arrangement with, the Stockholder or any of its Assets officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the MarketOrdinary Course of Business), or make any other loan or advance other than loans or advances to the Stockholder in connection with the Stockholder's cash management procedures in the Ordinary Course of Business; (ii) sell 6.4.11 amend its certificate of incorporation or transfer by-laws or merge with or into or consolidate with any Person, subdivide or in any way reclassify any Shares, or change or agree to change in any manner the rights of its Assets in outstanding Capital Stock or the Market, except in the ordinary course character of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsits Business; (iii) knowingly 6.4.12 enter into any transaction merger, consolidation, recapitalization or other business combination or reorganization, liquidation, dissolution or any similar transaction; 6.4.13 assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person; 6.4.14 take any action, or fail to take any action, which would render inaccurate in any material respect any representation and warranty made herein; 6.4.15 make any capital expenditures without the Purchaser's prior written consent, except for maintenance capital expenditures and except for expenditures reasonably required to abate conditions endangering Persons or property; 6.4.16 enter into or amend (a) any material lease arrangement, (b) any material equipment purchase or sale arrangement except for replacements in the Ordinary Course of Business not exceeding $50,000 in the aggregate and except as permitted under Section 6.4.15, (c) any material merchandising arrangement, (d) any material service arrangement not terminable at will or (e) any other material commitment or arrangement outside the ordinary course Ordinary Course of business.Business; or 6.4.17 acquire (ivby merger, consolidation or acquisition of stock or assets) makeany corporation, accrue partnership or become liable in other business organization or division thereof or any way for any bonus equity interest therein (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee purchases of marketable securities in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination Ordinary Course of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customersBusiness); or 6.4.18 agree, in writing or orally, to do any of the foregoing.

Conduct of Business Pending Closing. Seller represents, warrants covenants and agrees that from that, prior to the date of Closing Date, unless Purchaser shall otherwise agree in writing or as otherwise expressly permitted or contemplated by this Agreement until or required by law, it will cause the business of the Subsidiaries to be conducted only in the ordinary course consistent with past practice. (a) Without limiting the generality of the foregoing, Seller covenants and agrees that, prior to the Closing Date, unless Purchaser shall otherwise agree in writing or as otherwise expressly permitted or contemplated by this Agreement or required by law, Seller shall not, and shall not permit the Subsidiaries to: (i) amend the articles of incorporation or bylaws of the Subsidiaries; (ii) issue or sell any shares of, or rights of any kind to acquire any shares of or to receive any payment based on the value of, the Subsidiaries’ capital stock or any securities convertible into shares of any such capital stock, or redeem or make any payment or other distribution upon or with respect to any shares of capital stock of the Subsidiaries; (iii) incur any indebtedness of the Subsidiaries for borrowed money; (iv) agree to any merger or consolidation of or involving the Subsidiaries or sale of all or substantially all of the assets of the Subsidiaries or any similar reorganization, arrangement or business combination of or involving the Subsidiaries; (v) enter into any contract or other agreement which could materially and adversely affect Seller’s ability to perform its obligations under this Agreement, or amend or modify any existing contract or other agreement in a manner which could have any such effect; (vi) enter into any contract or other agreement relating to the Markets and Assets: 5.1 The business direct or indirect guarantee by the Subsidiaries (other than the endorsement of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve negotiable instruments for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except collection in the ordinary course of business, Seller will not enter into ) of or in respect of indebtedness for borrowed money or other financial obligations of any contract, agreement, commitment other person or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Marketentity; (iivii) sell declare or transfer pay any dividend (other than routine monthly dividends paid by Georgia Casualty to Seller in amounts not to exceed $100,000 per month); (viii) increase the compensation or benefits of its Assets officers or employees of the Subsidiaries or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in the Market, accordance with past practices; (ix) except in the ordinary course of business, create or incur any permitslien, licensesencumbrance, approvalsmortgage, pledge, charge or authorization security interest whatsoever on any of the Subsidiaries’ properties; or, except for the issuance of insurance contracts or except policies and the settlement of insurance claims in the ordinary course of business, cancel incur or assume any debts guaranty or claimsother liability to discharge an obligation of another; (x) enter into or terminate any Material Contracts (other than the 2008 reinsurance agreements), except with the written permission of Purchaser which shall not be unreasonably withheld and which shall be deemed given if Purchaser shall not have denied permission within three (3) business days of any such request, and except as provided in Section 4.2(i) of this Agreement; (xi) except for outstanding commitments made prior to the date of this Agreement as set forth on Schedule 3.1(xi), make any expenditure for fixed assets in excess of $25,000 for any single item or $100,000 in the aggregate; (xii) do or fail to do anything that will cause a breach of, or default under, any Material Contract; (xiii) make any change of a material nature in the Subsidiaries’ accounting or reserving procedures, methods, policies or practices or the manner in which the Subsidiaries maintain their records; or (xiv) invest any of the funds of the Subsidiaries in any investment other than securities designated as Category 1 Securities, or approved money market funds in the Purposes and Procedures Manual of the National Association of Insurance Commissioners Securities Valuation Office. (b) Seller further covenants and agrees that, prior to the closing date, Seller will: (i) use commercially reasonable efforts to preserve intact the Subsidiaries’ present business organization, reputation, and policyholder relations; (ii) use commercially reasonable efforts to keep available the services of the Subsidiaries’ current officers, employees, agents, consultants, and other similar representatives; (iii) knowingly enter into any transaction outside use commercially reasonable efforts to maintain all licenses, qualifications, and authorizations of the ordinary course of business.Subsidiaries to do business in each jurisdiction in which it is so licensed, qualified, or authorized; (iv) makeuse commercially reasonable efforts to continue all current marketing and selling activities relating to the business, accrue operations, or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in affairs of the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementSubsidiaries; (v) make exercise commercially reasonable efforts to maintain and protect the confidential and proprietary nature of all of each of the Subsidiaries’ policyholder lists, lists of the Subsidiaries’ agents and producers, billing records and commission statements, marketing plans, lists of prospective customers or agents, and other materials relating to the Subsidiaries’ sales and marketing practices or in force business, all of which, upon the request of the Purchaser, shall be marked or designated by the Subsidiaries as “confidential and proprietary information;” (c) Seller will cause the books and records of the Subsidiaries to be maintained in the usual manner and consistent with past practice and will not permit a material change in any amendment underwriting, investment, actuarial, financial reporting, or early termination accounting practice or policy of the Subsidiaries or in any assumption underlying such practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for other accounting purposes (including, without limitation, any practice, policy, assumption, or method relating to or affecting the determination of the Subsidiaries’ investment income, reserves or other similar amounts, or operating ratios with respect to expenses, losses, or premiums). (d) Seller will cause the Subsidiaries to: (i) cause all reserves and other similar amounts with respect to insurance contracts established or reflected in the books and records of the Subsidiaries to be (1) computed and reflected on a basis consistent with those reserves and other similar amounts and reserving methods followed by the Subsidiaries as of December 31, 2006 and (2) good, sufficient and adequate (under commonly accepted actuarial standards consistently applied and fairly stated in accordance with sound actuarial principles) to cover the total amount of all reasonably anticipated matured and unmatured benefits, dividends, losses, claims, expenses, and other liabilities of the Subsidiaries under all insurance contracts pursuant to which the Subsidiaries have or will have any liability (including, without limitation, any liability arising under or as a result of any reinsurance, coinsurance, or other similar contract, except in the ordinary course of business;); and (viii) through negotiations or otherwise, make any commitment affecting continue to own admitted assets that qualify as legal reserve assets under all applicable insurance laws in an amount at least equal to the Market or incur any liability affecting required reserves of each of the Market to labor organizations without the prior written approval of Buyer;Subsidiaries and other similar amounts. (viie) make any The Subsidiaries will continue to comply, in all material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orrespects, with all Applicable Laws.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that (a) During the period from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character earlier of the business will not change, no different business will be undertaken within Closing Date or the Market, and Seller will, termination of this Agreement in accordance with its terms, the Company shall conduct its business (including its working capital and cash management practices) in a manner consistent in all material respects with past practicespractice of the Company except (i) as required by applicable Law, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As (ii) to the Market extent deviation is required for the Company to comply with this Agreement or Assets the Ancillary Agreements or (iii) as set forth on Schedule 7.9, or (iv) for actions out of the Ordinary Course of Business for which the Company receives the written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting the foregoing and except as contemplated by this Agreement, from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Market, Seller will notCompany will: (i) mortgage, pledge or subject maintain insurance for the Company reasonably comparable to any lien, charge or encumbrance any of its Assets that in effect immediately prior to the Marketdate hereof; (ii) sell or transfer any comply in all material respects with all applicable Laws and obligations under Material Contracts of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsCompany; (iii) knowingly enter into continue to make all filings, pay any transaction outside fee, or otherwise act to maintain the ordinary course ownership, validity, and enforceability of business.Intellectual Property of the Company; (iv) makeuse commercially reasonable efforts to preserve intact, accrue in all material respects, (x) the business of the Company and (y) the relationships of the Company with employees and third parties having business relationships with the Company. (b) Furthermore, except as set forth in Schedule 7.9 hereto, as required by applicable Law or become liable as is expressly permitted, required by the Company’s obligations under this Agreement or the Ancillary Agreements or consented to by the Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company will not, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), take any way for of the following actions: (1) subject any bonus Assets or Properties to any Lien (other than those any Permitted Lien); (2) enter into, materially amend, terminate or waive a material right under any Material Contract; (3) cancel or waive any claims or rights of material value, or sell, lease, license, transfer, assign, distribute or otherwise dispose of any material Assets or Properties; (4) dispose of or allow the lapse of any rights in, to or for the use of any Intellectual Property used by the Company in its business (other than inbound non-exclusive “shrink wrap” or “clickwrap” software licenses for software that is generally commercially available, and non-exclusive inbound licenses or restricted use provisions that arise out of the purchase of off-the-shelf reagents or other products from suppliers or through catalogs); (5) (i) increase the compensation or benefits (including, but not limited to, wages, salaries, bonuses or any other remuneration) payable to any director, officer, employee or individual independent contractor of the Company, or (ii) enter into, terminate or amend the terms of any employment, engagement, compensation or incentive Contract with any such person or Plan, in each case which Seller shall pay would increase such individual’s annual compensation and benefits by more than five percent (5%) in fullthe aggregate; (6) make any capital expenditure or commitment for additions to property, plant or equipment, or lease agreement, which individually exceeds Twenty-Five Thousand Dollars ($25,000) or exceeds One Hundred Thousand Dollars ($100,000) in the aggregate; (7) make any change in any method of accounting or keeping its books of account or accounting practices; (1) except Liabilities incurred in the Ordinary Course of Business, incur any Liability in excess of Twenty Five Thousand Dollars ($25,000), profit-sharingincluding, pensionwhether or not incurred in the Ordinary Course of Business, incentive compensation any material liability for nonperformance or termination of any Material Contract; (1) eliminate any reserves established on the Company’s books or change the method of accrual unless there is any change of significant facts or circumstances pertaining to any reserves which would justify their elimination; (2) incur any Indebtedness in excess of Twenty Five Thousand Dollars ($25,000); (3) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (4) prepare any Tax Returns relating to the Company in a manner which is inconsistent with the past practice of the Company; (5) make, change or revoke any Tax election, make any change (or file for or request any change) in any method of Tax accounting, file any amended Tax Return, settle or compromise any Tax liability or any issue raised in connection with any Tax Return, voluntarily approach any Taxing Authority in respect of prior year Taxes (including through any voluntary disclosure process), consent to any claim or assessment related to any Taxes, or enter into any closing or other similar payments agreement (including an extension or waiver of any statute of limitations) with any Governmental Entity with respect to any employee Taxes or Tax Returns; (6) except as provided pursuant to Section 2.2(f) or in connection with the Market inconsistent with exercise of any Company Options that constitute incentive stock options at least one (1) day prior practices to the Effective Time, issue, authorize for issuance, sell or deliver (A) any capital stock of, or other equity or voting interest in, the Company or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (I) any equity or voting interest in, the Company, or (II) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company, in each case other than (1) grants of Company Options pursuant to the Stock Option Plan as shown in effect on a Schedule the date of this Agreement or Exhibit to (2) the issuance of Company Common Stock upon the conversion or exercise of Company Options or Company Preferred Stock; (7) except for any Company Options that constitute incentive stock options, accelerate the vesting terms of any Company Options outstanding as of the date of this Agreement; (v) make or permit any amendment or early termination of any contract, 8) except in connection with the ordinary course exercise of businessCompany Options constituting incentive stock options at least one (1) day prior to the Effective Time, extend any promissory note or other debt instrument to any employee, officer, director, independent contractor or other service provider; (vi9) through negotiations declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock or property or otherwise) in respect of any Shares, or redeem, purchase or otherwise acquire any Shares, any securities convertible into or exchangeable for any Shares, or any options, warrants or other rights to purchase or subscribe to any of the foregoing (and no dividends are or will be owed to any holder of Shares); (10) amend the Organizational Documents of the Company; (11) commence, participate or agree to commence or participate in any plan or arrangement for the complete or partial dissolution, liquidation, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company (other than the Closing and the other transactions contemplated by this Agreement), including any bankruptcy, winding up, examinership, insolvency or similar proceeding in respect of the Company; (12) negotiate, enter into, amend or extend any Contract with a labor union or other employee representative body; (13) terminate the employment or engagement of any officer or employee (other than for terminations for cause); (14) hire any officer, employee or individual independent contractor whose total annual compensation exceeds One Hundred Thousand Dollars ($100,000); (15) accelerate or delay any payable or other Liability of the Company or any purchase of inventory or materials, in each case other than in the Ordinary Course of Business; (16) enter into any Contract (or any substantially related Contracts, taken together) that: (1) provide for a research license, sublicense, partnership or other collaboration with any biotechnology, pharmaceutical or similar company (“Collaboration Parties”) (it being understood that Collaboration Parties shall not include academic or research institutions and companies that primarily perform fee-for-service contract research or manufacturing services from which the Company receives only fee-for-service contract research or manufacturing services); (2) provide for the out-license of any of the Company’s Intellectual Property to any Third Party, other than any fee-for- service agreements entered into in the Ordinary Course of Business that do not convey any rights in any Intellectual Property generated as a result of the service conducted to a Third Party (it being expressly understood that the Company shall not enter into any material transfer agreements with any Collaboration Party); or (3) involve payments to or from the Company of more than Twenty-Five Thousand Dollars ($25,000) in any twelve (12) month period following the Closing other than in the Ordinary Course of Business; (17) enter into any Contract if the Closing or any of the other transactions contemplated by this Agreement or the Company’s Organizational Documents or compliance by the Company with the provisions of this Agreement or the Company’s Organizational Documents will conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or the Purchaser or any of the Purchaser’s Affiliates under, or give rise to any increased, additional or accelerated rights, payments or entitlements under, any provision of such Contract; (18) enter into any material Contract with any Affiliate of the Company, other than employment agreements or a Contract that is on arms-length or better than arms-length terms and is negotiated in good faith by the parties thereto; (19) create or have any Subsidiary of the Company; or (20) authorize any of, or commit, resolve or agree, whether in writing or otherwise, make to take any commitment affecting of, the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;actions prohibited in this Section 7.9(b). (viic) make any material alteration Nothing contained in this Agreement shall give the Purchaser, directly or indirectly, the right to control or direct the operations of the Company prior to the normal and customary pricing in Closing, to the Market extent such right would violate any Antitrust Laws or other applicable Law. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of sale extended this Agreement, complete control and supervision over its operations. (d) During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except as contemplated by this Agreement, except as required by applicable Law, no Stockholder that executes a counterpart signature page hereto shall sell, transfer, assign, exchange, hypothecate or make any other disposition, or subject to Seller's customers; ora Lien (whether with or without consideration, whether voluntarily or involuntarily or by operation of law), any Share or enter into an agreement to do any of the foregoing.

Conduct of Business Pending Closing. The Seller representscovenants that, warrants and agrees that from pending the date of this Agreement until the Closing as to the Markets and Assetsclosing: 5.1 (a) The Seller's business of Seller will be conducted only in the usual ordinary course and ordinary coursethere shall be no acceleration of payment of any contract or change in rate of compensation payable to any employee in the form of a bonus or otherwise, other than commitments previously disclosed to Buyer in writing. (b) No change will be made in the Seller's Articles of Incorporation or Bylaws, except as may be first approved in writing by the Buyer. (c) No change will be made in the Seller's authorized or issued corporate shares. (d) No contract or commitment will be entered into by or on behalf of the Seller, except normal commitments for the purchase of inventory, parts and supplies, without the Buyer's written approval. (e) No change will be made affecting the personnel, or banking or safe deposit arrangements of the Seller without the Buyer's written approval. (f) Except as otherwise requested by the Buyer, the character Seller will cause the Seller to use its best efforts (without making any commitment on the Buyer's behalf) to preserve the Seller's business organization intact; to keep available to the Seller the services of the business will not change, no different business will be undertaken within the Market, its present employees; and Seller will, in accordance with its past practices, to preserve for Buyer the relationship with Seller the goodwill of its suppliers, customers customers, and others having business relations with the Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in (g) All debts will be paid as they become due. (h) No contract right of the Seller will be waived without Buyer's written approval. (i) No uninsured material physical damage for loss will occur to the assets of the Seller. (j) No obligations except current liabilities under contracts entered into the ordinary course of business, Seller business will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 be incurred without the prior Buyer's written authorization of Buyerapproval. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsFrom the date hereof until ----------------------------------- the Closing with regard to the Company, warrants except as consented to by the Buyer in writing: (a) The Company will maintain itself at all times as a corporation duly organized, validly existing, and agrees that from in good standing, as applicable, under the laws of the jurisdictions under which it is incorporated and in which it is doing business as a foreign corporation; (b) The Company will carry on its business and operations in the normal course, substantially in the manner carried on as of the date hereof and the Company will not engage in any activity or transaction or make any commitment to purchase or spend, other than in the ordinary course of their business as heretofore conducted; (c) The Company will not declare, authorize, or pay any distribution or dividend to any of its shareholders and the Company will not redeem, purchase, or otherwise acquire, or agree to redeem, purchase, or otherwise acquire, any shares of their own stock; (d) The Company will not pay or obligate itself to pay any compensation, commission, or bonus to any director, officer, employee, or independent contractor as such, except for the regular compensation and commissions payable to such director, officer, employee, or independent contractor at the rate in effect on the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except otherwise in the ordinary course of business; (vie) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market The Company will continue to labor organizations without the prior written approval carry all of Buyerits existing insurance; (viif) The Company will use its best efforts to preserve its business organization intact, to keep available to the Buyer the services of its employees and independent contractors and to preserve for the Buyer its relationships with suppliers, licensees, distributors, and customers and others having business relationships with each of them; (g) The Company will not, and will not obligate itself to, sell or otherwise dispose of or pledge or otherwise encumber any of its properties or assets except in the ordinary course of business and the Company will maintain its facilities, machinery, and equipment in good operating condition and repair, subject only to ordinary wear and tear; (h) The Company will not enter into any agreement or understanding with any partner, employee, officer, director, or shareholder of the Company, or any affiliate of any of the foregoing; (i) The Company will not engage in any activity or transaction other than in the ordinary course of business as heretofore conducted; (j) Without limiting the foregoing, the Company will consult with the Buyer regarding all significant developments, transactions, contracts, personnel actions, personnel changes, proposals relating to their business or similar events prior to taking any action; and (k) The Company will not make any material alteration advances to the normal and customary pricing in the Market any officer or terms and conditions of sale extended to Seller's customers; oremployee or take any advances from any officer or employee

Conduct of Business Pending Closing. Seller representsThe Company and the Sellers agree that, warrants pending the Closing, the Sellers and agrees that from the date of this Agreement until Company will use their respective commercially reasonable efforts to, except for the Closing as to the Markets and Assets: 5.1 The Aircraft Transfer (a) conduct their business of Seller will be conducted in the usual and ordinary coursecourse of business; provided, however, that nothing in the character Sale Documents shall limit or impair the ability of the business will not changeCompany to repay the outstanding Debt described on Schedule 4.05(m) from available cash, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except provided such cash is generated in the ordinary course of business, Seller will including, without limitation, all receipts, checks and items in the Company's "lock-box" as of the Closing (whether or not such receipts, checks or items have cleared), and such repayment shall not constitute a breach of this Section 8.01, and (b) not engage in any practice, take any action, fail to take any action or enter into any contract, agreement, commitment transaction that would reasonably be expected to (i) cause any of the representations and warranties of the Company or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants the Sellers contained in the development Sale Documents to be materially untrue, inaccurate or incorrect at any time, or (ii) result in any of the conditions set forth in Section 4.05 not being satisfied on the Termination Date. Without limiting the generality of the foregoing, except (i) as set forth on Schedule 8.01, or (ii) as otherwise expressly provided in or contemplated by the Sale Documents, during the period from the date of this Agreement to the Closing Date, the Company shall not, and sale of their services which requires an expenditure of more than $5,000 the Sellers shall not permit the Company to, without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notPurchaser: (ia) mortgage, pledge enter into any Material Contract or subject to amend in any lien, charge or encumbrance material manner any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Marketexisting Material Contract, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims;, (iiib) knowingly enter into any transaction outside sell, lease, encumber or otherwise dispose of a material portion of the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contractAssets, except in the ordinary course of business;, (vic) through negotiations assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise, make ) for the obligations of any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;other Person, (viid) make any material alteration to the normal and customary pricing in the Market loans, advances or terms and conditions of sale extended to Seller's customers; orcapital contributions to, or investments in, any other Person,

Conduct of Business Pending Closing. Prior to the Closing Date, the Seller represents, warrants will take all measures necessary to cause MPP and agrees that from each Entity to (except with the date prior written consent of Buyer or as otherwise permitted by this Agreement until and the Closing as to Transaction Documents): (a) carry on the Markets and Assets: 5.1 The business of Seller will be conducted Business only in the usual ordinary course of business and in a manner consistent with past practice; (b) maintain its assets, properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary coursewear and tear excepted; (c) not acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or any assets of, or by any other manner, any business or any entity, partnership, association or other business organization or division thereof; (d) not sell, lease, mortgage, encumber, pledge, g▇▇▇▇ ▇ ▇▇▇▇ on or otherwise dispose of, or agree to sell, lease (whether such lease is an operating or capital lease), or dispose of any portion of its assets, other than in the character ordinary course of MPP’s or any Entity’s business consistent with past practice; (e) (i) not increase or agree to increase the compensation payable or to become payable to any of the Employees: provided, that the foregoing restriction shall not prohibit MPP from maintaining contributions to and/or accruing liabilities in respect of the Employee bonus pool, so long as the same are reflected in the MPP Financial Statements, (ii) not grant any severance or termination pay to, or enter into any employment or severance agreement with any Person; (iii) not enter into any collective bargaining agreement; or (iv) not establish, adopt, enter into, amend or terminate any employee benefit plan, except as contemplated by first sentence of Section 5.3(b) above; (f) keep in full force and effect Insurance Policies; (g) maintain and preserve its business will not changeorganization intact, no different business will be undertaken within the Marketretain present employees (Seller intends, at its expense, to enter into retention agreements with MPP Employees) and Seller will, in accordance with maintain its past practices, preserve for Buyer the relationship relationships with suppliers, customers vendors, customers, creditors and others having business relations with Sellerit; (h) not declare, including those employees set aside or pay any dividend or other distribution (whether in units, other form of equity or property) with respect to any of its outstanding capital units, or make any issuance, reclassification, redemption, purchase or other acquisition of any of its equity securities (except (i) to the extent permitted in distributing Net Current Assets to Seller which Buyer intends pursuant to hire after Closing.this Agreement and (ii) regularly scheduled interest and principal payments to LaSalle Bank); 5.2 Except in the ordinary course of business, Seller will (i) not incur any indebtedness for borrowed money; (j) not enter into any contract, agreement, commitment Material Contract that is not terminable by MPP or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more Entity on no greater than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market90 days notice; (iik) sell not make any change in accounting principles, methods or transfer any of its Assets policies (except as may be required by changes in the Market, except Law or changes in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsGAAP); (iiil) knowingly enter into not cancel or compromise any transaction outside the ordinary course Claim or amend, modify, cancel, terminate, relinquish, waive or release any Material Contract or material right of business.MPP or any Entity; and (ivm) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) not make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, commit to make any commitment affecting the Market capital expenditures or incur issue any liability affecting the Market new “authorities for expenditure,” in either case in excess of $100,000 or make or commit to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing individual operating expenditure in the Market or terms and conditions excess of sale extended to Seller's customers; or$100,000.

Conduct of Business Pending Closing. Seller Chase represents, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The outdoor advertising business of Seller with respect to the Assets will be conducted in the usual and ordinary course, the character of the such business will not changechange in a materially adverse manner, no different business will be undertaken within with respect to the MarketAssets, and Seller will, in accordance with its past practices, exercise reasonable efforts to preserve for Buyer the relationship with suppliers, customers and others having business relations with SellerSeller with respect to the Assets, including those employees of Seller which Buyer intends to hire after Closingengaged in such business. 5.2 Except in the ordinary course of business, Seller will not not, in connection with the Assets, enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the MarketAssets, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the MarketAssets; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of businessAssets, or any permits, licenses, approvals, or authorization authorizations with respect to the Assets or except in the ordinary course of business, cancel any debts or claimsclaims relating to Seller's outdoor advertising business in the Market; (iii) knowingly enter into any transaction outside affecting the ordinary course of business.Market which would have an adverse effect on the Assets; (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in Seller's outdoor advertising business in the Market inconsistent with prior practices or other than as shown on a Schedule or an Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contractcontract in connection with the Assets, except in for termination of contracts by parties other than Seller as authorized by the ordinary course terms of businesssuch contracts; (vi) through negotiations or otherwise, make any commitment affecting the Market to labor organizations or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customerscustomers with respect to the Assets; or

Conduct of Business Pending Closing. Seller representsagrees that, warrants and agrees that from during the period between the date of this Agreement until and the Closing as to Date, Seller shall conduct the Markets and Assets: 5.1 The business Business in a manner substantially consistent with past practices of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the MarketSeller, and Seller willshall not take any action or engage in any transactions related to the Business out of the ordinary course of business. Furthermore, except as may otherwise be required under this Agreement, Seller will not authorize or enter into any agreement to do any of the following without the prior written consent of Purchaser: (a) incur or permit to be incurred any obligation or other liabilities by the Business (exclusive of health and property insurance premiums) individually in accordance excess of One Hundred and Fifty Thousand Dollars ($150,000), except for Inventory purchases in the normal and ordinary course of business consistent with its past practicespractice; (b) voluntarily permit to be incurred any lien or encumbrance on any of the Purchased Assets; (c) other than a short term performance-based or other bonus that will be an obligation of Tyco Healthcare solely, preserve increase the rate of compensation for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees any employee of Seller which Buyer intends to hire after Closing. 5.2 Except working in the Business (other than increases in the ordinary course of businessbusiness and consistent with past practices or pursuant to a written agreement in effect on the date hereof), Seller will not or otherwise enter into or alter the material terms of any contractemployment, agreement, commitment consulting or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in service agreement respecting the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the MarketBusiness; (iid) sell commence, enter into or transfer alter any Employee Benefit Plan, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retirement, incentive plan or any fringe benefit plan for the employees of its Assets Seller working in the MarketBusiness, except other than in the ordinary course of business, business or any permits, licenses, approvals, a bonus or authorization or except in the ordinary course of business, cancel any debts or claimsother incentive plan for which Tyco Healthcare assumes sole responsibility; (iiie) knowingly enter into offer employment to any transaction outside person, except to the ordinary course extent necessary to fill positions that are open as of business. (iv) makethe date hereof, accrue or become liable in any way for any bonus (other than those which Seller shall pay in fullto the extent indicated on Schedule 6.1.1(i), profit-sharingor replace employees of Seller working in the Business who resign or are terminated for cause after the date hereof, pension, incentive compensation or other similar payments to sever or terminate any employee of Seller working in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; Business except for cause (vincluding, but not limited to, performance deemed unsatisfactory by Seller) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vif) through negotiations or otherwise, make commit to any commitment affecting capital expenditure related to the Market or incur any liability affecting Business other than as contemplated in the Market capital expenditure budget provided to labor organizations without the prior written approval of Buyer;Purchaser by Seller; or (viig) make dispose of any material alteration to of the normal and customary pricing Purchased Assets, except for sales of products of the Business in the Market or terms and conditions ordinary course of sale extended to Seller's customers; orbusiness.

Conduct of Business Pending Closing. Seller represents, warrants (a) JPMorgan covenants and agrees that from that, between the date hereof and the Closing, unless required by applicable Laws, and except as set forth in Section 6.1 of this Agreement until the Closing as to Disclosure Schedule hereto, (i) the Markets and Assets: 5.1 The business of Seller will Business shall be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of businessbusiness and in a manner consistent with past practice and (ii) JPMorgan shall, Seller will not enter into and shall cause the Company and the Subsidiaries to, use their commercially reasonable efforts to (A) preserve intact the business organization and assets of the Company and the Subsidiaries, (B) keep available the services of the Business Employees and the consultants and independent contractors of the Company and the Subsidiaries, to maintain in effect their Material Contracts (subject to the expiration of any contractContract pursuant to its terms), agreement(C) to preserve the present relationships of the Business with suppliers, commitment clients, licensees and other Persons with which the Company and the Subsidiaries or understanding JPMorgan, has relations in connection with respect and which are material to employing any agentsthe Business, wholesalersexcept where Parent has requested or approved in writing the termination of such relationships, dealers(D) keep all policies of insurance in full force and effect, brokers or consultants (E) maintain all of its assets in good repair, order and condition (ordinary wear and tear excepted), (F) maintain the development books, accounts and sale records of their services which requires an expenditure of more than $5,000 without the prior written authorization of BuyerBusiness consistent with past practices and (G) comply in all material respects with all Laws applicable to the Business. 5.3 As to (b) In addition to, and without limiting, the Market foregoing, JPMorgan agrees that it shall not, and it shall cause the Company and the Subsidiaries not to, directly or Assets in the Market, Seller will notindirectly: (i) mortgageSell, pledge assign, license or subject to sublicense or otherwise dispose of any lien, charge material assets or encumbrance any property of its Assets in the Market; (ii) sell Company or transfer any of its Assets in the MarketSubsidiaries, except in the ordinary course of businessbusiness consistent with past practice; (A) Permit the imposition or creation of any Lien on any of the assets or properties of the Company or the Subsidiaries other than Permitted Liens; or (B) terminate or materially amend or modify any of the Leases. (iii) Enter into or terminate, modify, amend or materially breach or default on any permitsContract to which the Company was or is a party or which relates to the Business, licensesexcept for new Contracts, approvalsterminations, modifications or authorization or except amendments (i) made in the ordinary course of businessbusiness consistent with past practice, cancel and (ii) which do not fall within any debts of the categories set forth in clauses (i) – (iii), (v) – (viii) or claims(xii) – (xiii) of Section 4.14(a); (iiiiv) knowingly enter into Except as necessary to comply with any transaction outside applicable law, make any change in the salary, compensation or benefits of any Business Employees other than ordinary course salary increases in amounts and at times consistent with past practice; (v) Other than in the ordinary course of business.business and consistent with past practice(A) pay any compensation, bonus or distribution to any Business Employee or (B) increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided, or make other payment of any amounts not due to any Business Employee except as set forth in Section 6.1(b) of the Disclosure Schedule or (C) enter into any new or amend any existing employment or consulting agreement with any Business Employee or consultants or service providers except where Parent has requested or approved the termination of any relationship; (ivvi) Hire any new Business Employees without obtaining Parent’s prior agreement or terminate any Business Employees without giving notice to Parent, other than in the ordinary course of business consistent with past practice; (vii) Change any method of Tax accounting, make, accrue change or become liable revoke any material Tax election, amend any material Tax Return, or settle or compromise any material Liability for Taxes, in each case, relating to or affecting the Company or any way for of the Subsidiaries; (viii) Cancel or forgive any bonus material debts due to, or claims of, the Company or waive any rights of material value to the Company; (ix) Amend the certificate of incorporation or by-laws of the Company or of any Subsidiary; (x) Incur, assume or guarantee any Indebtedness of the Company or of any Subsidiary; (xi) Incur or commit to make any capital expenditures or other obligations or Liabilities in connection therewith, other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent ordinary course of business consistent with prior practices past practice; (xii) Take any action or other than as shown on a Schedule fail to take any action intended or Exhibit expected to materially impede or delay the ability of the parties to obtain any necessary consents or approvals required for the transactions contemplated hereby or to perform JPMorgan’s covenants and agreements under this Agreement; (vxiii) make Accelerate the billing or permit other realization of amounts payable to it in respect of the Business or delay the payment of Liabilities of the Business beyond the ordinary course of business consistent with past practice; (xiv) Settle or, cause the Company or any amendment Subsidiary to, compromise any pending or early termination threatened Action against the Company or affecting the Business other than any settlement solely for cash that will be satisfied in full prior to the Closing or will be satisfied in full solely by JPMorgan; (xv) Allow any insurance held for the benefit of any contractthe Company to terminate prior to the Closing Date except to the extent such insurance is replaced by comparable insurance, except in the ordinary course of business;business and consistent with past practice, or (vixvi) through negotiations Enter into any agreement or otherwise, make understanding or commit to or authorize any commitment affecting of the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing actions specified in the Market or terms and conditions of sale extended to Seller's customers; orthis Section 6.1(b).

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement hereof until the Closing Closing, except as set forth on Schedule 10.2 or as otherwise specifically contemplated hereby or consented to by Buyer in writing: (i) Seller will cause the Company and each Company Subsidiary to maintain itself at all times as a corporation or other business organization duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is incorporated or organized; (ii) Seller will cause the Company and each Company Subsidiary to carry on their respective businesses and operations in a businesslike manner consistent with past practice, and will not permit the Company or any Company Subsidiary to engage in any activity or transaction or make any commitment to purchase or spend other than in the ordinary course of its business as heretofore conducted; PROVIDED, HOWEVER, without the written consent of IPG and Buyer, Seller will not permit the Company or any Company Subsidiary to make any commitment to purchase or spend involving $25,000 or more other than for (a) the purchase of raw materials, (b) approved capital expenditures as set forth in Schedule 10.2(ii) and (c) transaction expenses as contemplated by Section 10.5 and 20.3; (iii) Seller will not permit the Company or any Company Subsidiary to declare, set aside or pay any dividend or make any distribution (whether in cash, property or stock) with respect to any of its capital stock or redeem, purchase or otherwise acquire, or agree to redeem, purchase or otherwise acquire, any of its capital stock; (iv) Seller will not permit the Company or any Company Subsidiary to increase, or agree to increase, the compensation or bonuses or special compensation of any kind of any of its key employees (which term shall be deemed to include all officers) over the rate being paid to them on August 15, 1997 other than normal merit and/or cost-of-living increases pursuant to customary arrangements consistently followed, or adopt or increase any benefit under any insurance, pension or other Benefit Plan, payment or arrangement made to, for or with such key employee; (v) Seller will cause the Company and each Company Subsidiary to continue to carry all insurance policies listed in Schedule 8.29(a) or suitable replacements therefor, in full force and effect. After the Closing, Seller shall cooperate with Buyer, the Company and the Company Subsidiaries to give them the benefit of any rights which Seller or any of its Affiliates may have under such insurance policies covering claims relating to the Markets Company and Assets:the Company Subsidiaries for the period ending at the close of business on the Closing Date; 5.1 The business of (vi) Seller will be conducted in cause the usual Company and ordinary courseeach Company Subsidiary to use reasonable business efforts to preserve its business organization intact, to keep available to Buyer the character services of the business will not change, no different business will be undertaken within the Market, its employees and Seller will, in accordance with its past practices, independent contractors and to preserve for Buyer the relationship its relationships with suppliers, licensees, distributors and customers and others having business relations relationships with Seller, including those employees of Seller which Buyer intends to hire after Closing.it; 5.2 Except in the ordinary course of business, (vii) Seller will not enter into permit the Company or any contractCompany Subsidiary to sell, agreementtransfer or otherwise dispose of, commitment or understanding with respect agree to employing sell, transfer or otherwise dispose of, any agentsassets (having a fair market value at the time of sale, wholesalers, dealers, brokers transfer or consultants disposition of $25,000 or more in the development and sale of their services which requires an expenditure of more aggregate), or cancel or agree to cancel any debts or claims, other than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or mortgage, pledge or subject to any permitslien or agree to mortgage, licenses, approvalspledge or subject to any lien any of its properties or assets, or authorization pay or except obligate itself to pay in excess of $25,000 in the ordinary course of business, cancel any debts or claimsaggregate for fixed assets; (iiiviii) knowingly enter into Seller will not permit the Company or any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments Company Subsidiary to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreementamend its constitutional documents; (vix) make Except for the Company Restructuring, Seller will not, and will not permit the Company or any Company Subsidiary to, take any action that would, or that could reasonably be expected to, result in any of the conditions precedent set forth in Articles XIII, XIV and XV not being satisfied; (x) Seller will not cause or permit the Company or any amendment Company Subsidiary to issue, sell or early termination otherwise dispose of, or agree to issue, sell or otherwise dispose of any contractcapital stock or any other security of the Company or any Company Subsidiary, or grant or agree to grant any option, warrant or other right to subscribe for or to purchase any capital stock or any other security of the Company or any Company Subsidiary; (xi) Except for the Company Restructuring, Seller will not cause or permit the Company or any Company Subsidiary to acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, in any such case, except in the ordinary course of business; (vixii) through negotiations Except as required by law or otherwisein the ordinary course of business consistent with past practice except for [specify employment agreements and Stay-Pay Plan], make Seller will not cause or permit the Company or any commitment affecting Company Subsidiary to adopt any plan, arrangement or policy which would become a Benefit Plan or amend any such plans to the Market extent such adoption or incur amendment would result in an increase in the benefits payable to any liability affecting current or former employee of the Market to labor organizations Company or any Company Subsidiary without the prior written approval consent of IPG and Buyer, such consent not to be unreasonably withheld; (viixiii) Seller will not cause or permit the Company or any Company Subsidiary to incur or agree to incur any indebtedness for borrowed money outside of existing lines of credit; (xiv) Seller will not cause or permit the Company or any Company Subsidiary to make or permit any material alteration amendment, renewal, extension or termination of any material Contract or Permit to the normal and customary pricing which it is a party other than in the Market ordinary course of business; (xv) Seller will not cause or terms and conditions permit the Company or any Company Subsidiary to cancel or forgive any indebtedness other than trade accounts receivable for an amount greater than $10,000 individually or in the aggregate or settle any outstanding material litigation for an amount greater than $50,000 individually or in the aggregate or waive, release or compromise any outstanding material claim or right except in the ordinary course of sale extended to Seller's customers; orbusiness consistent with past practice;

Conduct of Business Pending Closing. (a) Except as otherwise expressly contemplated by this Agreement, the other Transaction Documents or Section 7.1(a) of the Seller representsDisclosure Schedule or with the prior written consent of Purchaser, warrants during the period from and agrees that from after the date hereof until the earlier of termination of this Agreement until or the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary courseDate, the character of the business will not change, no different business will be undertaken within the MarketSellers shall use commercially reasonable efforts to, and Seller willshall cause the Purchased Subsidiaries to use commercially reasonable efforts to, conduct the Business in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except all material respects in the ordinary course of business, including meeting all postpetition obligations relating to the Business as they become due. Except as otherwise expressly contemplated by this Agreement or the other Transaction Documents or Section 7.1(a) of the Seller will Disclosure Schedule, except as may be required in connection with or as a result of the Bankruptcy Case, or with the prior written consent of Purchaser, during the period from and after the date hereof until the earlier of termination of this Agreement or the Closing Date, Sellers shall, and shall cause the Purchased Subsidiaries to, (i) use reasonable efforts to preserve and maintain their relationships with their customers, suppliers, unions, partners in the Purchased Joint Ventures, lessors, licensors, licensees, contractors, distributors, agents, officers, and employees and other Persons with which they have significant business relationships material to the Business except in relation to the Contracts of the Business that are determined not to become Purchased Contracts in accordance with this Agreement; provided that nothing herein shall prevent Sellers from commencing or defending any Action against or by any such Person in connection with the claims of such Person in the Bankruptcy Case or in the Canadian Proceeding; (ii) use reasonable efforts to preserve and maintain the Purchased Assets, ordinary wear and tear excepted; (iii) use reasonable efforts to preserve the ongoing operations of the Business; (iv) maintain the Books and Records in all material respects in the ordinary course of business; (v) comply in all material respects with all applicable Laws (including Environmental Laws); (vi) not enter into any contractbusiness, agreementarrangement or otherwise take any action that would reasonably be expected to have a material adverse impact on the ability of Sellers, commitment the Purchased Subsidiaries or understanding with respect Purchaser to employing obtain any agents, wholesalers, dealers, brokers or consultants in approvals of any Governmental Authority for this Agreement and the development transactions contemplated hereby; and sale (vii) not dispose of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the MarketReal Estate and, except in the ordinary course of business, not modify, amend or terminate any permitsof the Leases. (b) Without limiting the generality of the foregoing, licensesexcept as otherwise expressly contemplated by this Agreement, approvalsthe other Transaction Documents, Section 7.1(b) of the Seller Disclosure Schedule or with the prior written consent of Purchaser, during the period from and after the date hereof until the earlier of termination of this Agreement or the Closing Date, each of Sellers shall not, and shall cause each Purchased Subsidiary not to, do any of the following: (i) with respect to the Equity Securities of Foamex Inc., declare, set aside or pay any dividends (payable in cash, stock, property or otherwise) on, or authorization make any other distributions in respect of its capital stock; (ii) issue, deliver, sell, pledge or except in otherwise encumber or subject to any Lien the ordinary course Equity Securities of business, cancel any debts Selling Subsidiary or claimsPurchased Subsidiary; (iii) knowingly enter into any transaction outside the ordinary course of business.amend their Fundamental Documents; (iv) makeacquire or agree to acquire by merging or consolidating with, accrue or become liable by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any way for other manner, any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreementbusiness of another Person; (v) make other than with respect to Permitted Liens, sell, assign, license, transfer, convey, lease or permit any amendment or early termination otherwise dispose of any contractPurchased Assets, except other than sales of inventory in the ordinary course of business; (vi) through negotiations or otherwiseother than with respect to the DIP Financing, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerIndebtedness for borrowed money; (vii) make pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or purchase any properties or assets from, or enter into any Material Contract with any of Sellers' or Purchased Subsidiaries' executive officers or directors (or immediate family members thereof), other than payment of compensation and benefits in the ordinary course of business; (viii) other than in accordance with Section 2.5 hereof, assume or reject or amend, restate, supplement, modify, waive or terminate any Material Contract, material Permit or unexpired Lease or enter into any settlement of any claim that (i) is outside the ordinary course of business, (ii) delays the Closing, (iii) relates to a Material Contract or (iv) subjects any Seller or any Purchased Subsidiary to any material alteration non-compete or other similar material restriction on the conduct of its Business that would be binding following the Closing; (ix) adopt or change any method of accounting (except as required by changes in GAAP or Mexican GAAP), make, change or revoke any Tax election, change any annual Tax accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, consent to the normal and customary pricing extension or waiver of the limitations period applicable to any Tax claim or assessment, or take or omit to take any other action if such action or omission would have a material effect on any Seller, Purchased Subsidiary, Purchased Joint Venture or in the Market Sellers' reasonable belief, Purchaser, except as required by Law; (x) with respect to Transferred Employees, except as may be required by applicable Laws or any Contract or Benefit Plan, (i) grant any material increase or acceleration in compensation or benefits, except in the ordinary course of business; (ii) grant any material increase in severance or termination pay (including the acceleration in the exercisability of any options or in the vesting of shares of common stock (or other property)); (iii) enter into any material employment, deferred compensation, severance or termination agreement with or for the benefit of any such Transferred Employee; (iv) pay or provide to any Transferred Employee any benefit not provided for under a Benefit Plan as in effect on the date hereof to which such Transferred Employee is a beneficiary of as of the date hereof, other than the payment of base compensation, pay in lieu of notice or severance (but only to the extent that such severance is (x) paid after reasonable notice to Purchaser and (y) not otherwise prohibited by this Agreement) in each case, in the ordinary course of business; (v) establish, adopt, enter into, terminate or amend any collective bargaining agreement or other labor union contract or Transferred Benefit Plan (except as required by Law or except as may be expressly required or allowed by the terms of this Agreement); or (vi) take any action to accelerate or dilute any material rights or benefits, including vesting and conditions payment, under any collective bargaining agreement or Transferred Benefit Plan; (xi) acquire any additional Equity Securities of sale extended Foamex Shanghai Laminated Material Co., Ltd. including pursuant to Seller's customersthat certain Share Transfer Agreement between Shanghai Luwan Industry Investment Co., Ltd. and Foamex previously provided to Purchaser; or (xii) agree to take any of the foregoing actions.

Conduct of Business Pending Closing. (a) Subject to Section 5.2(d), from the date hereof to the earlier of the Closing Date or the date that this Agreement is terminated in accordance with Article IX, except as otherwise expressly permitted or contemplated herein or as required by Applicable Law, with respect to the Business, Seller representsshall (and shall cause Medegen to): (i) use its commercially reasonable efforts to conduct the Business conducted by such Companies only in the Ordinary Course; provided, warrants however, that any of the Companies may make any of the Permitted Capital Expenditures; (ii) use its commercially reasonable efforts to preserve intact the Business conducted by the Companies and agrees their respective relationships with their employees, suppliers, distributors, customers and other business relations with respect to the Business; and (iii) pay the accounts payable of the Business and collect the accounts receivable in the Ordinary Course. (b) Without limiting the generality of Section 5.2(a), from the date hereof to the earlier of the Closing Date or the date that from this Agreement is terminated in accordance with Article IX, except as required by Applicable Law or otherwise expressly permitted or contemplated by this Agreement, or as set forth in Schedule 5.2(b), Seller shall not (and shall cause Medegen not to) do any of the following with respect to the Business, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (i) except for the sale of Inventory in the Ordinary Course sell, lease, assign, license or transfer any Medegen Assets, any of the Assets or any portion thereof (other than prepayment of Indebtedness using excess cash or sale of obsolete assets or assets with a value not in excess of $5,000) or mortgage, pledge or subject any of the foregoing to any additional Lien, except for Permitted Liens; (ii) except as required (as reasonably determined by Seller) to ensure that any Business Benefit Plan in effect on the date hereof (or the administration thereof) is not out of compliance with any Applicable Law or as required to comply with any Benefit Plan or Collective Bargaining Agreement in effect on the date hereof or as specifically required pursuant to this Agreement: (1) make, grant or promise any increase in the base compensation or benefits of, or agree to pay a bonus or make a loan to or increase the rate of commission for any Business Employee (except for annual pay raises made in the Ordinary Course and in accordance with such Company’s normal schedule for such pay raises for Person’s whose annual compensation is less than $75,000); (2) adopt, establish, amend or terminate any Business Benefit Plan; (3) grant or amend any awards under any Business Benefit Plan with respect to any Business Employee or modify existing restrictions less favorable to any of the Companies in any Benefit Plan or awards made thereunder with respect to any such Business Employee; (4) grant or pay any severance, separation, change in control, retention, incentive compensation, termination or similar compensation or benefits to, or increase in any manner the severance, separation, change in control, retention, incentive compensation, termination or similar compensation or benefits of, any Business Employee, or other individual consultants of the Business except for the payment of severance, termination or similar compensation to Business Employees or individual consultants whose annual compensation is less than $75,000 in the Ordinary Course; (5) take any action to accelerate the timing of payment or vesting of any compensation or benefits of any Business Employee under any Benefit Plan; or (6) make any determination under any Benefit Plan involving any Business Employee that is inconsistent with the Ordinary Course; (iii) enter into any employment contract, sales commission or agreement, consulting agreement, deferred compensation agreement, severance, retirement or similar agreement, or modify the terms of any such existing agreement with respect to any Business Employee or individual consultant of the Business, other than in the Ordinary Course (and subject to clause (iv) below) or as required by Applicable Law; (iv) except in the case of (A) employment or engagement offers made by either Company in the Ordinary Course (x) prior to the date of this Agreement until and disclosed to Buyer (which offers may be honored) and (y) to employees, contractors or consultants whose annual cash compensation is less than $75,000, or (B) the Closing as to the Markets and Assets: 5.1 The business termination of Seller will be conducted in the usual and ordinary courseemployment or engagement of Business Employees, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment contractors or understanding with respect to employing any agents, wholesalers, dealers, brokers or individual consultants in the development and sale of their services which requires an expenditure of more Ordinary Course whose annual cash compensation is less than $5,000 without 75,000, hire any employee, individual contractor or individual consultant for the prior written authorization Business or terminate the employment or engagement relationship of Buyer. 5.3 As any employee, contractor or consultant of the Business other than termination for cause in the Ordinary Course or hiring to fill any position that Seller reasonably determines needs to be filled as a result of voluntary attrition or termination pursuant to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any terms of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make issue, grant, sell or permit otherwise transfer any amendment of Medegen’s securities, securities convertible into equity securities or early termination of any contractoptions, except in the ordinary course of businesswarrants or other rights to purchase its equity securities; (vi) through negotiations create, incur, assume or otherwiseguarantee any Indebtedness secured by any Assets or the Medegen Assets either involving more than $1,000,000 or outside the Ordinary Course, make any commitment affecting except for borrowings from banks (or similar financial institutions), (A) necessary to meet ordinary working capital requirements in the Market Ordinary Course, or incur any liability affecting the Market (B) pursuant to labor organizations without the prior written approval of Buyerexisting credit facilities; (vii) change any annual accounting period, or except in so far as may be required by under a change in GAAP, adopt or change any material accounting method in a manner adverse in any material respect to the Business or Medegen; (viii) amend or authorize the amendment of any of Medegen’s organizational documents in a manner adverse in any material respect to Medegen or Buyer; (ix) enter into any Contract or series of related Contracts related to the Business involving more than $150,000 in the aggregate, in each case, other than Contracts for the purchase of supplies or Inventory or the sale of Inventory, products or services in the Ordinary Course or with respect to Permitted Capital Expenditures; (x) except in the Ordinary Course, take any action that could result in the material acceleration, termination, modification (that is adverse to the Business), or cancellation of any Material Contract (or any delivery or sale of products in accordance therewith) that is an Assigned Contract or series of related Material Contracts that are Assigned Contracts involving more than $150,000 in the aggregate; (xi) cancel, compromise, waive or release any right or claim or series of related rights and claims with respect to the Business involving more than $250,000 in the aggregate; (xii) institute, settle, or agree to settle any legal proceeding (whether civil, criminal, administrative, investigative or informal) with respect to the Business, except with respect to claims having a value less than $150,000 in the aggregate; (xiii) with respect to any material registered trademarks, trademark applications, issued patents, patent applications, registered copyrights, copyright applications and other material Proprietary Rights, in each case, with respect to the Business, abandon any material rights or allow any application or registration to lapse, permit any material license to lapse or go into breach under such license, grant any material license or sublicense of any rights under (except in the Ordinary Course); (xiv) make or commit to make any material alteration non-emergency capital expenditure in excess of $250,000 with respect to the normal and customary pricing Business other than Permitted Capital Expenditures; (xv) change the primary line of Business of Medegen; (xvi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner (including, by purchasing equity interests of), any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than Inventory) that are material, individually or in the Market aggregate, to Medegen or terms and conditions of sale extended to Seller's customersthe Business; or (xvii) enter into any Contract or other agreement to do any of the foregoing. (c) From the date hereof to the Closing, Seller shall not, and shall not permit Medegen to, in connection with the Business, accelerate the delivery or sale of products or services, or offer discounts or price protection on the sale of products or services, or agree in writing to do any of the foregoing, except in the Ordinary Course. (d) Notwithstanding anything to the contrary contained in this Section 5.2, none of Medegen, Medegen Parent or Seller shall be prohibited from (i) transferring any accounts payable, accounts receivable, trade payables, trade receivables, Cash or Cash Equivalents held by it, whether or not used in the Business and whether by distribution, dividend, repayment of indebtedness or otherwise, to Seller or any of its direct or indirect Subsidiaries or Affiliates prior to the Closing or (ii) settling any Indebtedness or intercompany accounts payable or accounts receivable prior to the Closing.

Conduct of Business Pending Closing. Except (1) those matters set forth in Section 7.1 of the Seller representsDisclosure Schedules, warrants and agrees that (2) as otherwise expressly contemplated by this Agreement, (3) as required by applicable Law or any Governmental or Regulatory Authority, or (4) with the written consent of Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement until Execution Date to the Closing as Date, each Seller will: (a) use its Reasonable Efforts to comply with all Laws applicable to the Markets conduct of the Proterra Transit Business Unit to the extent relating to the Acquired Assets or the ownership and use of the Acquired Assets:, in each case, except as would not reasonably be expected to have a Material Adverse Effect; 5.1 The business (b) not sell, assign, transfer, convey, license or dispose of Seller will be conducted (including by waiver or release) any of the Transferred Contracts or, other than in the usual and ordinary courseOrdinary Course of Business, the character of the business will other material Acquired Assets; (c) not cancel, terminate, fail to renew or amend, modify or change, no different business will be undertaken within the Marketin any material respect, and Seller willany material Permit, in accordance each case, to the extent required to perform its material obligations under the Transferred Contracts; (d) not amend, supplement or modify in any material respect, terminate (other than with its past practicescause) or waive any material term under, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into exercise any contract, agreement, commitment material option under or understanding give any material consent with respect to employing any agentsmaterial Transferred Contract, wholesalersin each case, dealers, brokers or consultants other than in the development and sale Ordinary Course of their services which requires an expenditure Business; (e) not institute, settle or consent to any material litigation, arbitration or other proceeding (whether at law or in equity) or Order arising out of more than $5,000 without the prior written authorization of Buyer. 5.3 As or related to the Market or Acquired Assets in the Market, Seller will not: that would (i) mortgage, pledge become an Assumed Liability or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell have a material and adverse effect on Purchaser’s ownership, use or transfer operation of, or the value of, the Acquired Assets after the Closing; and (f) not agree in writing to take any of its Assets the actions described above in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; clauses (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (via) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval (e) of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orthis Section 7.1.

Conduct of Business Pending Closing. Seller represents, warrants and The Company agrees that from between the date hereof and the Closing Date, the Company shall and shall cause the Subsidiaries to (except as may be specifically required to comply with its obligations under this Agreement): (a) except to the extent provided in Section 9.1, not take, suffer or permit any action or omit to take any action which would cause any of the representations and warranties of the Vendor or Vendorco contained in this Agreement until or in any Schedule or Exhibit hereto to become untrue; (b) conduct the Closing as to the Markets Business in a good and Assets: 5.1 The business of Seller will be conducted diligent manner in the ordinary and usual and ordinary course, the character of the business will course consistent with past practice; (c) not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except enter into any Contract other than Contracts in the ordinary course of business, Seller will and not enter into amend, modify or terminate any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of Records Management Agreement involving more than $5,000 10,000 per annum, without the prior written authorization consent of Buyer. 5.3 As to the Market Purchaser, and not amend, modify or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to terminate any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, other Company Agreement except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claimsbusiness and pursuant to their terms; (iiid) knowingly enter into any transaction outside use its best reasonable efforts to preserve the ordinary course Company's and the Subsidiaries' business organization intact, to keep available the service of business. (iv) makeits employees and to preserve its relationships with customers, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent suppliers and others with prior practices or other than as shown on a Schedule or Exhibit to this Agreementwhom it deals; (ve) make not reveal to any party, other than the Purchaser or permit its authorized representatives, any amendment of the business procedures and practices followed by the Company or early termination the Subsidiaries in the conduct of the Business except as permitted in this Agreement in respect of a Superior Proposal; (f) maintain in full force and effect all insurance currently maintained by the Company or the Subsidiaries; (g) keep the Premises and all of the Company's and the Subsidiaries' equipment and tangible personal property in good operating repair to current standards and perform all necessary repairs and maintenance consistent with past practice; (h) comply with all material provisions of any contractCompany Agreement applicable to it as well as with all Applicable Laws, rules and regulations; (i) not dispose of any Assets except in the ordinary course of business; (vij) through negotiations not engage in any transactions in respect of the Business which involve the expenditure or otherwise, make commitment of more than $50,000 in the aggregate in any commitment affecting the Market or incur any liability affecting the Market to labor organizations month without the prior written approval consent of Buyerthe Purchaser; (viik) continue to maintain all of the Company's and Subsidiaries' usual business books and records in accordance with past practices; (l) not amend the memorandum, articles or by-laws of the Company or any of the Subsidiaries; (m) not declare or make any dividend or other payment on or with respect to the Purchased Shares or any shares or partnership units (as the case may be) in the capital of the Subsidiaries, redeem or otherwise acquire any of its shares or units or issue any shares or units or any option, warrant or right relating thereto; (n) not waive any material right or cancel any material claim; (o) not to pay any bonuses or additional compensation to Employees or increase the compensation or rate of compensation payable to any Employees except in the ordinary course of business consistent with past practice; (p) maintain the corporate existence of the Company and each of the Subsidiaries and not merge or consolidate the Company or any of the Subsidiaries with any other entity; (q) not place any additional Encumbrances on any of the Assets or the Owned Real Property other than in connection with purchase money financing of capital expenditures permitted under subsection 6.1(j) above or otherwise approved in writing by the Purchaser; (r) not borrow any money or become contingently liable for any obligation or liability of others and not incur any debt, liability or obligation of any nature to any party except for obligations arising in the ordinary course of business and except Debt incurred in the ordinary course of business up to the Effective Date, it being acknowledged and agreed that any Debt incurred after the Effective Date will require the consent of the Purchaser; (s) not engage in any extraordinary transactions or take any extraordinary action to accelerate collections of Accounts Receivable; and (t) make interest payments in connection with the Notes in the ordinary course of business consistent with past practice; provided, however, that the Company shall not make any material alteration interest payment or any other payments in connection with the Notes after the Effective Date. In addition, the Company agrees that between the Effective Date and the Closing Date: (i) the Company shall not and shall cause the Subsidiaries not to commit to or incur any cost, liability or expenditure in excess of $5,000 without the approval of the Purchaser, other than payment of remuneration to employees in the ordinary course of business at rates in effect on the Effective Date; and (ii) the Company and the Subsidiaries shall ensure that the amount of records requiring filing or refiling shall not exceed the level of such records as at the Effective Date. In order that the Purchaser may provide timely responses to requests by the Company and/or the Subsidiaries for the approval of any act to be taken or obligation to be incurred by the Company or the Subsidiaries that requires the approval of the Purchaser under this Section 6.1, the Purchaser hereby designates ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with the authority to approve any such act or the incurring of any such obligation, and the approval of such act or the incurring of such obligation by either such individual shall be binding upon the Purchaser, and the Purchaser shall ensure that all such responses are provided in a timely manner to enable the Company and the Subsidiaries to carry on the Business in the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orcourse.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until the Closing Closing, except as otherwise provided for in this Agreement or consented to in writing by Buyers, Sellers shall (i) conduct the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except Business in the ordinary course of business, Seller will (ii) maintain and preserve intact the current operations of the Business and the rights, goodwill and relationships of its employees, customers, suppliers, regulators, and others having relationships with the Business, (iii) preserve and maintain all Permits and licenses required for the conduct of the Business as currently conducted or for the ownership and use of the Assets, and (iv) maintain, operate and repair the Real Property in accordance with industry standard practices and maintain any and all insurance policies with respect to the Real Property. Without limiting the foregoing, except as consented to in writing by Buyers (such consent not to be unreasonably withheld), Sellers covenant that: (a) Sellers shall not (i) terminate, amend in any material respect or grant a waiver of any material term of, or give any material consent with respect to any Material Contract, (ii) enter into a contract after the date of this Agreement that would be a Material Contract if entered into prior to the date of this Agreement, (iii) enter into any Material Contract that would be breached by, require the consent of any third party in order to continue in full force following, or require payment to be made by any Seller in connection with this Agreement or any Ancillary Agreement or (iv) release (except by assigning to Buyers at the Closing) any Person from any confidentiality, noncompetition, non-solicitation or similar contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development ; (b) Sellers shall not (and sale of shall cause their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: Affiliates not to) (i) mortgage, pledge increase the compensation or subject benefits payable or to become payable to any lien, charge Business Employee (except for increases in salary or encumbrance any of its Assets hourly wage rates in the Market; ordinary course of business consistent with past practice or required by Law or a contract in existence on the date of this Agreement), (ii) sell transfer or transfer terminate the employment or engagement of any of its Assets in the MarketBusiness Employee except for “cause” consistent with past practice, (iii) hire or engage any individual who would be a Business Employee, except in the ordinary course of businessbusiness or (iv) enter into or become obligated under any collective bargaining agreement, other labor contract or individual agreement (including any permitsemployment, licensesconsulting, approvalsbonus, retention, change of control or authorization severance agreement) with or except applicable to any Business Employee; (c) Except with respect to trade payables of Sellers or in the ordinary course of business, cancel Sellers shall not create any debts indebtedness for borrowed money, or claimscapitalized lease obligations relating to the Business; (iiid) knowingly enter into Sellers shall not, except for Permitted Encumbrances, permit, allow or suffer to be encumbered, any transaction outside of the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementAssets; (ve) make or permit any amendment or early termination Except for the sale of any contract, except merchandise inventory in the ordinary course of businessbusiness or as provided for in Section 5.5, Sellers shall not sell, assign, license, transfer, convey, lease or otherwise dispose of any of the Assets; (vif) through negotiations Sellers shall not settle, cancel, compromise, waive or otherwise, make release any commitment affecting Claim (or series of related rights or Claims) relating to the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerBusiness; (viig) make Sellers shall not adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization other than the transactions contemplated by this Agreement; and (h) Sellers shall not take or agree to take any of the actions described above or any other actions that would reasonably be expected to impede or delay the ability of the Parties to satisfy any of the conditions to the Closing set forth in this Agreement in any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orrespect.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until to the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary courseDate, the character of Company and the Seller shall use commercially reasonable efforts to preserve substantially intact the business and the business organization and present relationships with its customers, suppliers and employees. Except as permitted under this Agreement, the Company and its Subsidiaries will not change, no different business will be undertaken within the Marketnot, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into cause or permit the Company or the Subsidiaries to, take any contract, agreement, commitment action that would reasonably be expected to have a Material Adverse Effect or understanding with respect to employing any agents, wholesalers, dealers, brokers materially hinder or consultants in delay consummation of the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of businesstransactions contemplated by this Agreement, or to engage in any permitspractice, licenses, approvalstake any action, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business.the Business as conducted prior to the date of this Agreement, in each such case without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, except as set forth in Schedule 5.1 the Company and its Subsidiaries: (iva) makeWill not sell, accrue lease, transfer, or become liable in assign any way for any bonus (assets, tangible or intangible, other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on for a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except fair consideration in the ordinary course of business;. (vib) through negotiations Will not enter into any agreement, contract, lease, (or otherwiselicense or series of related agreements, contracts, leases and licenses) outside the ordinary course of business. (c) Will not accelerate, terminate or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than twenty-five thousand dollars ($25,000) to which the Company or any Subsidiary is a party or by which it is bound. (d) Will not impose any Lien upon any of its assets, tangible or intangible, other than Permitted Liens. (e) Will not make any commitment affecting capital investment in, any loan to, or any acquisition of the Market securities or incur assets of, any liability affecting other person outside the Market to labor organizations without the prior written approval ordinary course of Buyer;business. (viif) Will not issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation involving more than twenty-five thousand dollars ($25,000) individually or one hundred thousand dollars ($100,000) in the aggregate, other than under its existing agreements or arrangements. (g) Will not merge with any other company, consolidate or sell or consent to the sale of any of their material assets or acquire any material assets outside the ordinary course of business. (h) Will not increase the compensation or benefits payable to their employees other than increases in the ordinary course of business consistent with the past practices. (i) Will not make any material alteration change in their accounting practices, collection practices or payment practices. (j) Will maintain insurance consistent with past practices and, unless comparable insurance is substituted therefor or is not generally available to businesses of the type conducted by the Company or its Subsidiaries, not take any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverages as set forth in Schedule 2.14. (k) Will promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened in writing, against any of them and that relates to or arises out of the Business and, if adversely determined against the Company or a Subsidiary, would reasonably be expected to have a Material Adverse Effect. (l) Will not settle any action or proceeding on terms that are expected to have a Material Adverse Effect, nor release, settle, compromise or relinquish any claims, causes of action or rights involving more than fifty thousand dollars ($50,000), individually, or one hundred thousand dollars ($100,000) in the aggregate which the Company and its Subsidiaries may have against any other persons including, without limitation, claims or rights to reimbursement or payment for services rendered. (m) Will maintain their assets consistently with past practices, including maintenance and overhaul of all aircraft parts in accordance with past practices and schedules. (n) Will maintain their inventories of parts, supplies and other assets consistently with their past practices. (o) Will use commercially reasonable efforts to obtain and maintain all Authorizations, the absence or loss of which is expected to have a Material Adverse Effect. (p) Will not take any action which would be expected to result in a violation of or in the noncompliance with any laws or regulations applicable to the normal Company or any Subsidiary, except where any such violation or non-compliance would not reasonably be expected to have a Material Adverse Effect. (q) Will cooperate with Buyer and customary pricing render to Buyer such assistance as Buyer may reasonably request, at Buyer’s sole expense, in obtaining such governmental approvals as Buyer considers necessary or appropriate. (r) Will pay, when due, and prior to the Market imposition or terms assessment of any interest, penalties or liens by reason of the nonpayment of, all taxes due or assessed against it, except for any taxes being contested in good faith and conditions for which reserves have been established. (s) Will give prompt notice to Buyer of sale extended any notice of material default received by the Company or any Subsidiary subsequent to Seller's customers; orthe date of this Agreement under any material instrument, contract, or agreement, or any Material Adverse Effect occurring prior to the Closing. (t) Will not pay any dividend, repurchase any of the Company’s capital stock, or make any other distribution by the Company to its stockholders.

Conduct of Business Pending Closing. Seller representsFrom the Agreement Date until the Closing, warrants and agrees that from the date of except as required or permitted by this Agreement until the Closing as or otherwise consented to or approved by Buyer in writing, and except for any transactions reasonably related to the Markets and AssetsExcluded Assets which do not materially affect the Business, the Assets or the Assumed Liabilities: 5.1 The business of (a) Except as set forth in Schedule 7.2(a), Seller will be conducted shall and shall cause the Seller Group to operate the Business only in its usual, regular and ordinary manner and substantially in the usual same manner as heretofore conducted. Seller shall and ordinary courseshall cause the Seller Group to use commercially reasonable efforts to (i) preserve the Business, including its relationships with customers and suppliers, and (ii) keep available to Buyer the character services of the business will not changepresent officers, no different business will be undertaken within employees, agents and independent contractors of the MarketBusiness. (b) With respect to the Assets and the Business, Seller shall not, and shall cause the Seller willGroup not to, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notwhich consent shall not be unreasonably withheld: (i) mortgage, pledge permit or allow any of the Assets to be subject to any lienadditional Encumbrance (other than Permitted Liens) or sell, charge transfer, lease or encumbrance otherwise dispose of any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Marketsuch Assets, except in the ordinary course of businessbusiness and consistent with past practice; (ii) terminate any Designated Employee or grant any increase or make any decrease in salaries or commissions payable or to become payable to any employee of the Business, or to any permitssales agent or representative of the Business, licenses, approvals, or authorization or except normal increases in the ordinary course of business, cancel any debts or claimssalaries and commissions in accordance with Seller's existing compensation practice; (iii) knowingly license, sell, transfer, pledge, modify, disclose, dispose of or permit to lapse any right under or respecting, or enter into any transaction outside settlement regarding the ordinary course of business.breach or infringement of, any Intellectual Property; (iv) makeamend, accrue modify or become liable in supplement any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this AgreementContract; (v) make establish or permit change any amendment pricing terms with respect to products or early termination services of any contract, except in the ordinary course of businessBusiness; (vi) through negotiations accept any orders or otherwise, make issue any commitment affecting quotations for sales of any products or services of the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;Business; or (vii) make agree, whether in writing or otherwise, to do any material alteration to of the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orforegoing.

Conduct of Business Pending Closing. Seller representsExcept as otherwise provided in this Agreement, warrants and agrees that from between the date of this Agreement until and the Closing as to Date, the Markets Company, its Subsidiaries and Assetsthe Voting Stockholders shall: 5.1 The (a) carry on the Company's and its Subsidiaries' business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of substantially as conducted heretofore; (b) take any reasonable steps necessary to preserve existing relationships with Persons related to the Company's (or its Subsidiaries') business, Seller will retain the services of its present employees and preserve the goodwill of its customers and suppliers; (c) not amend or terminate any material agreements or contracts to which it is a party; (d) inform the Acquiror of the occurrence of any event which may result in a material change in the Company's (or its Subsidiaries') business, financial condition or operations or any of the information previously provided to the Acquiror. (e) not enter into any contractsingle or series of contracts, agreement, commitment agreements or understanding with respect commitments relating to employing any agents, wholesalers, dealers, brokers the Company's (or consultants its Subsidiaries') business which have an aggregate value in the development and sale excess of their services which requires an expenditure of more than $5,000 25,000 without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the MarketAcquiror; (iif) not negotiate, sell lease, transfer or transfer convey any assets with a value in excess of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus ($7,500 other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vig) through negotiations or otherwise, make not cause any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of BuyerMaterial Adverse Effect; (viih) not make any material alteration loan or advance to the normal and customary pricing any Person other than sales to customers on credit in the Market ordinary course of business consistent with past custom and practices; (i) not declare, set aside, or terms pay any dividend or other distribution in respect of any equity interest in the Company (or its Subsidiaries), or directly or indirectly redeem, purchase, or otherwise acquire such equity interest; (j) not incur any debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and conditions practices, liabilities on account of sale extended Taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (k) not issue any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (l) not cancel, waive or release any debts, rights or claims in excess of $7,500, except in each case in the ordinary course of business consistent with past custom and practices; (m) not amend the Company's Charter or Bylaws or the organizational documents of any of its Subsidiaries; (n) not change the accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by the Company, unless required by GAAP; (o) not make capital expenditures or commitments therefor in excess of $10,000; (p) not create or allow the creation of any lien or Encumbrance on any asset of the Company or any of its Subsidiaries, except for Permitted Encumbrances; (q) not hire any additional employees; (r) not adopt, amend or terminate any employee benefit plan; (s) not increase the benefits provided under any employee benefit plan; and (t) not take any action which would give rise to Seller's customers; ora breach of any of the representations and warranties set forth in Article II or Article III hereof;

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until to the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary courseDate, the character of Company shall use commercially reasonable efforts to preserve substantially intact the Company's business organization and present relationships with its customers, suppliers and employees. Except as permitted under this Agreement, the Company will not, and Sellers will not changecause or permit the Company to, no different business will take any action that would reasonably be undertaken within expected to have a Material Adverse Effect or a material adverse effect on the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of businesstransactions contemplated by this Agreement, or to engage in any permitspractice, licenses, approvalstake any action, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business.the Business as conducted prior to the date of this Agreement, in each such case without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, except as set forth in Schedule 5.1: ------------- (iva) makeThe Company will not sell, accrue lease, transfer, or become liable in assign any way for any bonus (assets, tangible or intangible, other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on for a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except fair consideration in the ordinary course of business;. (vib) through negotiations The Company will not enter into any agreement, contract, lease, (or otherwiselicense or series of related agreements, contracts, leases and licenses) outside the ordinary course of business. (c) The Company will not accelerate, terminate or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than twenty-five thousand dollars ($25,000) to which the Company is a party or by which it is bound. (d) The Company will not impose any Lien upon any of its assets, tangible or intangible, other than Permitted Liens. (e) The Company will not make any commitment affecting capital investment in, any loan to, or any acquisition of the Market securities or incur assets of, any liability affecting other person outside the Market to labor organizations without the prior written approval ordinary course of Buyer;business. (viif) The Company will not issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation involving more than twenty-five thousand dollars ($25,000) individually or one hundred thousand dollars ($100,000) in the aggregate, other than under its existing agreements or arrangements. (g) The Company will not merge with any other company, consolidate or sell or consent to the sale of any of the material assets of the Company or acquire any material assets outside the ordinary course of business. (h) The Company will not increase the compensation or benefits payable to its employees other than increases in the ordinary course of business consistent with the Company's past practices. (i) The Company will not make any material alteration change in its accounting practices, collection practices or payment practices. (j) The Company will maintain insurance consistent with its past practices and, unless comparable insurance is substituted therefor or is not generally available to businesses of the type conducted by the Company, not take any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverages of the Company as set forth in Schedule -------- (k) The Company will promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened in writing, against the Company and that relates to or arises out of the Business and, if adversely determined against the Company, would reasonably be expected to have a Material Adverse Effect. (l) The Company will not settle any action or proceeding on terms that are expected to have a Material Adverse Effect, nor release, settle, compromise or relinquish any claims, causes of action or rights involving more than fifty thousand dollars ($50,000), individually, or one hundred thousand dollars ($100,000) in the aggregate which the Company may have against any other persons including, without limitation, claims or rights to reimbursement or payment for services rendered by the Company. (m) The Company will maintain its assets consistently with its past practices. (n) The Company will maintain its inventories of parts, supplies and other assets consistently with its past practices. (o) The Company will use commercially reasonable efforts to obtain and maintain all Authorizations, the absence or loss of which is expected to have a Material Adverse Effect. (p) The Company will not take any action which would be expected to result in a violation of or in the noncompliance with any laws or regulations applicable to the normal Company, except where any such violation or non-compliance would not reasonably be expected to have a Material Adverse Effect. (q) The Company will cooperate with Buyer and customary pricing render to Buyer such assistance as Buyer may reasonably request, at Buyer's sole expense, in obtaining such governmental approvals as Buyer considers necessary or appropriate. (r) The Company will pay, when due, and prior to the Market imposition or terms assessment of any interest, penalties or liens by reason of the nonpayment of, all taxes due or assessed against it, except for any taxes being contested in good faith and conditions for which reserves have been established by the Company. (s) The Company shall give prompt notice to Buyer of sale extended any notice of material default received by the Company subsequent to Seller's customers; orthe date of this Agreement under any material instrument, contract, or agreement, or any Material Adverse Effect occurring prior to the Closing.

Conduct of Business Pending Closing. Seller representsThe Company and the Sellers agree that, warrants pending the Closing, the Sellers and agrees that from the date of this Agreement until Company will use their respective commercially reasonable efforts to, except for the Closing as to the Markets and Assets: 5.1 The Aircraft Transfer (a) conduct their business of Seller will be conducted in the usual and ordinary coursecourse of business; provided, however, that nothing in the character Sale Documents shall limit or impair the ability of the business will not changeCompany to repay the outstanding Debt described on Schedule 4.05(m) from available cash, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except provided such cash is generated in the ordinary course of business, Seller will including, without limitation, all receipts, checks and items in the Company's "lock-box" as of the Closing (whether or not such receipts, checks or items have cleared), and such repayment shall not constitute a breach of this Section 8.01, and (b) not engage in any practice, take any action, fail to take any action or enter into any contract, agreement, commitment transaction that would reasonably be expected to (i) cause any of the representations and warranties of the Company or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants the Sellers contained in the development Sale Documents to be materially untrue, inaccurate or incorrect at any time, or (ii) result in any of the conditions set forth in Section 4.05 not being satisfied on the Termination Date. Without limiting the generality of the foregoing, except (i) as set forth on Schedule 8.01, or (ii) as otherwise expressly provided in or contemplated by the Sale Documents, during the period from the date of this Agreement to the Closing Date, the Company shall not, and sale of their services which requires an expenditure of more than $5,000 the Sellers shall not permit the Company to, without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notPurchaser: (ia) mortgage, pledge enter into any Material Contract or subject to amend in any lien, charge or encumbrance material manner any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Marketexisting Material Contract, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims;, (iiib) knowingly enter into any transaction outside sell, lease, encumber or otherwise dispose of a material portion of the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contractAssets, except in the ordinary course of business;, (vic) through negotiations assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise, make ) for the obligations of any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;other Person, (viid) make any loans, advances or capital contributions to, or investments in, any other Person, (e) materially change any of the accounting principles or practices used by it, (f) make any Tax election that would affect any material alteration Tax liability of the Company or settle or compromise any material Tax liability, (g) adopt any amendments to the normal and customary pricing Company's Certificate of Incorporation or By-Laws, (h) grant any stock-related, performance or similar awards or bonuses, (i) enter into any new, or amend any existing, employment, severance, consulting or salary continuation agreements with any of the Company' s officers, directors or employees, earning more than $100,000 per year, or grant any increases in the Market compensation or benefits payable to the Company's officers, directors or employees, earning more than $100,000 per year, (j) issue, sell, grant options or rights to purchase, pledge, or authorize the issuance, sale, grant of options or rights to purchase or pledge any of the Shares, (k) acquire or redeem or amend the terms and conditions of sale extended to Sellerany the Company Common Stock, (l) enter into, amend, or extend any collective bargaining or other labor agreement, (m) accelerate the collection of Accounts Receivable, or slow down the payment of accounts payable, in each case, outside the ordinary course of the Company's customers; orbusiness, or outside the stated terms (if any) for payment of such Accounts Receivable or accounts payable, or 34 42 (n) make or pay any dividend or other distribution in respect of any of the Company's capital stock.

Conduct of Business Pending Closing. Seller representsExcept as otherwise consented to in writing by the Buyer, warrants and agrees that from the date of this Agreement until Shareholders shall cause the Closing as Company to the Markets and Assets: 5.1 The conduct its business of Seller will be conducted diligently only in the usual ordinary course and ordinary courseconsistent with prior practice and the Company shall maintain, the character of the business will not change, no different business will be undertaken within the Market, keep and Seller will, preserve its assets and properties in good condition and repair and maintain insurance thereon in accordance with its past practicespresent practice. The Shareholders shall use their best commercially reasonable efforts to preserve the business and organization of the Company intact to keep available to the Buyer the services of the present managers and employees of the Company, and to preserve for the benefit of the Buyer the relationship with suppliers, goodwill of the suppliers and customers of the Company and others having business relations with Seller, including those employees the Company. The Shareholders shall give the Buyer prompt written notice of Seller which Buyer intends any material change in or addition to hire after Closing. 5.2 Except any of the information contained in the ordinary course representations and warranties made herein by the Shareholders and/or the Company or in the Disclosure Letter to this Agreement which occur prior to the Closing Date. Without limiting the generality of businessthe foregoing: (A) without the Buyer's prior written approval, Seller will the Shareholders shall not cause the Company to amend, modify, supplement or otherwise alter its certificate of incorporation or by-laws, as currently amended and in effect, or merge or consolidate or obligate itself to do so with or into any other entity; (B) without the Buyer's prior written approval, the Shareholders shall not cause the Company to enter into any contract, agreement, commitment or other understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, arrangement except for those in the ordinary course of business, or any permits, licenses, approvals, or authorization or except business which does not result in the ordinary course incidence by the Company of business, cancel any debts or claimsan obligation in excess of $25,000; (iiiC) knowingly enter into the Shareholders shall cause the Company to comply in all material respects with all existing laws, rules, regulations, ordinances, orders, judgments and decrees now or hereafter applicable to its business, properties or operations as presently conducted; (D) the Shareholders shall cause the Company to accurately prepare and duly and timely file all required federal, state, local and foreign Returns of the Company and pay all federal, state, local and foreign taxes (including, without limitation, taxes on properties, income, franchises, licenses and payrolls) shown on such Returns as required to be paid or otherwise payable without the preparation or filing of any transaction outside Return; and (E) the ordinary course Shareholders shall not cause the Company to declare or make any payment of businessdistributions to its stockholders or upon or in respect of any capital stock, or purchase, retire or redeem, or obligate itself to purchase, retire or redeem, any capital stock or securities. (ivF) makethe Shareholders shall not cause the Company to provide services or commit the Company to provide future services which result in (i) gross margins of less than 0%; (ii) guarantees, accrue certifications, or become liable in any way for any bonus (other than those which Seller shall pay in full)warranties on the results of such services, profitincluding but not limited to Y2K and web-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orsite security.

Conduct of Business Pending Closing. Except (1) those matters set forth in Section 7.1 of the Seller representsDisclosure Schedules, warrants and agrees that (2) as otherwise expressly contemplated by this Agreement, (3) as required by applicable Law or any Governmental or Regulatory Authority, (4) with the written consent of Purchaser (which consent will not be unreasonably withheld, conditioned or delayed) or (5) for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code, during the period from the date of this Agreement until Execution Date to the Closing as Date, each Seller will: (a) (i) use its Reasonable Efforts, consistent with current practice, to preserve its business organization, (ii) use its Reasonable Efforts to maintain the Tangible Personal Property in good working condition and repair and (iii) use its Reasonable Efforts to comply with all Laws applicable to the Markets conduct of the Acquired Business or the ownership and use of the Acquired Assets:, in each case, except as would not reasonably be expected to have an Acquired Business Material Adverse Effect; 5.1 The business (b) not sell, assign, transfer, convey, license or dispose of Seller will be conducted (including by waiver or release) any of the material Acquired Assets other than in the usual Ordinary Course of Business; (c) not cancel, terminate, fail to renew or amend, modify or change, in any material respect, any material Transferred Permit, in each case, other than in the Ordinary Course of Business; (d) not amend, supplement or modify in any material respect, terminate (other than with cause) or waive any material term under, exercise any material option under or give any material consent with respect to any material Transferred Contract, in each case, other than in the Ordinary Course of Business; (e) not institute, settle or consent to any material litigation, arbitration or other proceeding (whether at law or in equity) or Order that would (i) become an Assumed Liability or (ii) have a material and ordinary courseadverse effect on Purchaser’s ownership, use or operation of, or the value of, the character Acquired Assets, or Purchaser’s conduct of the business will Acquired Business, after the Closing; (f) not change(i) increase the base salary, no different business will be undertaken within base wage rate or cash incentive opportunities of any of the MarketAcquired Business Employees, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not or (ii) enter into any contractcollective bargaining agreement or other Contract, agreement, commitment agreement or understanding with respect to employing any agentslabor union or similar representative of any of the Acquired Business Employees, wholesalersin each case, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As except to the Market or Assets in the Market, extent determined to be reasonably necessary by any Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Marketprevent an Acquired Business Material Adverse Effect; (iig) sell or transfer not take any of its Assets the actions described in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims;Section 5.1(r)(ii) through 5.1(r)(v); and (iiih) knowingly enter into not agree in writing to take any transaction outside of the ordinary course of business. actions described above in clauses (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (via) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval (g) of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orthis Section 7.1.

Conduct of Business Pending Closing. From the date hereof until the Closing, except as consented to by Buyer in writing: (A) Seller representswill cause the Company to maintain itself at all times as a corporation duly organized, warrants validly existing and agrees that from in good standing under the laws of the jurisdiction under which it is incorporated; (B) Seller will cause the Company to carry on its business and operations in a good and diligent manner on an arm's-length basis and substantially in the manner carried on as of the date hereof and will not permit the Company to engage in any activity or transaction or make any commitment to purchase or spend other than in the ordinary course of its business as heretofore conducted: provided, however, without the written consent of Buyer, Seller will not permit the Company to make any commitment to purchase or spend involving $2,000.00 or more; (C) Except as contemplated as part of this Agreement, Seller will not permit the Company to declare, authorize or pay any distribution or dividend to its stockholders and will not permit the Company to redeem, purchase or otherwise acquire, or agree to redeem purchase or otherwise acquire, any shares of its stock; (D) Seller will not permit the Company to pay or obligate itself to pay any compensation, commission or bonus to any director, officer, employee or independent contractor as such, except for the regular compensation and commissions payable to such director, officer, employee or independent contractor at the rate in effect on the date of this Agreement until the Closing as to the Markets and Assets:Agreement; 5.1 The business of (E) Seller will be conducted cause the Company to continue to carry insurance insuring its properties and operations in amounts deemed adequate by its Board of Directors or management, against all risks usually insured against by persons operating similar properties or conducting similar operations in the usual localities where such properties are located or such operations are conducted under valid and ordinary courseenforceable policies issued by insurers of recognized responsibility; (F) Seller will cause the Company to use all commercially reasonable efforts to preserve its business organization intact, to keep available to Buyer the character services of the business will not change, no different business will be undertaken within the Market, its employees and Seller will, in accordance with its past practices, independent contractors and to preserve for Buyer the relationship its relationships with suppliers, licensees, distributors and customers and others having business relations relationships with Seller, including those employees of Seller which Buyer intends to hire after Closing.it; 5.2 Except in the ordinary course of business, (G) Seller will not enter into any contractpermit the Company to, agreementor to obligate itself to, commitment sell or understanding with respect to employing any agents, wholesalers, dealers, brokers otherwise dispose of or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lienotherwise encumber, charge or encumbrance any of its Assets in the Market; (ii) sell properties or transfer any of its Assets in the Market, assets except in the ordinary course of businessbusiness and Seller will cause the Company to maintain its facilities, machinery and equipment in good operating condition and repair, subject only to ordinary wear and tear; (H) Seller will not permit the Company to amend its Articles of Incorporation or Bylaws; (I) Seller will not permit the Company to engage in any permits, licenses, approvals, activity or authorization or except transaction other than in the ordinary course of business, cancel any debts or claimsits business as heretofore conducted; (iiiJ) knowingly enter into any transaction outside Seller shall as soon as possible (i) cause all of its inventory to be reloaded onto Seller's computer by SKU and (ii) shall cause all of its inventory to be retagged with the ordinary course of business.appropriate SKU information; and (ivK) makeWithout limiting the foregoing, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full)will not fail to consult with Buyer regarding all significant developments, profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration transactions and proposals relating to the normal and customary pricing in business or operations or any of the Market assets or terms and conditions liabilities of sale extended to Seller's customers; orthe Company.

Conduct of Business Pending Closing. Seller represents(a) Except as set forth in the Disclosure Schedules, warrants and agrees that during the period from the date of this Agreement until the Closing as to the Markets Closing, Seller shall conduct the Business according to its ordinary and Assetsusual course of business, consistent with past practice. Without limiting the generality of the foregoing, prior to the Closing, Seller will not, except in the ordinary course of business and consistent with past practice, without the prior written consent of Buyer, engage in any of the following transactions: 5.1 The business (i) enter into any new employment agreement with Stockholders or any other officer, director or employee of Seller will be conducted (other than Field Employees); (ii) make any change in the usual salary or commission structure or benefits of any of Seller's employees or consultants, except in the ordinary course of business and consistent with past practice; (iii) enter into any waiver, release or relinquishment of any material contract rights, except, in each case, in the ordinary course, the character course of business and consistent with past practice; (iv) terminate any of the Client Agreements; (v) acquire the assets of any business will not changeor any corporation, no different partnership or other business will be undertaken within organization or otherwise acquiring any assets which are material in the Marketaggregate to Seller or the Business; (vi) sell, lease or otherwise dispose of any Acquired Asset except in the ordinary course of business consistent with past practice; (vii) create, assume or incur any encumbrance on any of the Acquired Assets; (viii) amend, terminate or waive any right of substantial value arising under any of the Client Agreements or otherwise relating to the Business; (ix) fail to pay current liabilities, including accounts payable and accrued expenses, in the ordinary course of business, consistent with past practice, and Seller will, otherwise in accordance with their terms; (x) collect any accounts receivable in advance of their due dates, outside of the ordinary course of business, and not consistent with past practice; (xi) take or perform any action which would or might cause any representation or warranty made by Seller herein to be rendered inaccurate, in whole or in part, and/or which would prevent, inhibit or preclude the satisfaction, in whole or in part, of any covenant required to be performed or satisfied by Seller at or prior to the Closing and/or the implementation of the within transaction; (xii) agree in writing or otherwise take any of the foregoing actions or any action which would make any representation or warranty in this Agreement to be untrue or incorrect; or (b) During the period from the date of this Agreement to the Closing Date, Seller and Stockholder will: (i) take and perform any and all actions necessary to render accurate and/or maintain the accuracy of, all of the representations and warranties of Seller and Stockholders herein contained and satisfy each covenant or condition required to be performed or satisfied by Seller prior to the Closing and/or cause or permit the implementation of the within transaction; (ii) carry on and maintain the Business in substantially the same form, style and manner as operated by Seller prior to this Agreement and use their reasonable best efforts to preserve the Business and its past practicesrelationships with its customers, preserve for Buyer the relationship with suppliers, customers all employees and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except and not voluntarily engage in any material transaction not in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 business without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside use their reasonable best efforts in good faith to cause each of Seller's customers including, but not limited to those listed on Section 1.1B to the ordinary course Disclosure Schedules, to indicate their intention to continue to be bound by the terms and conditions of business.the Client Agreements; and (iv) make, accrue or become liable use their reasonable best efforts in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments good faith to any employee in cause each of Seller's employees to continue employment with Buyer following the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;Closing Date; and (v) make or permit any amendment or early termination give prompt written notice to Buyer of any contractmaterial development affecting Seller's assets, except in the ordinary course clients, liabilities, business, financial condition, operations, results of business; (vi) through negotiations operations, or otherwise, make any commitment affecting the Market or incur any liability affecting the Market future prospects; and give prompt written notice to labor organizations without the prior written approval Buyer of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to development affecting Seller's customers; orability to consummate the transactions contemplated by this Agreement.

Conduct of Business Pending Closing. Seller represents, warrants (a) The Company covenants and agrees that from that, between the date hereof and the Closing, unless required by applicable Laws, except at Parent's request or with Parent's prior written consent, and except as set forth in Schedule 5.1(a) of this Agreement until the Closing as to Company Disclosure Schedule hereto, (i) the Markets and Assets: 5.1 The business of Seller will Business shall be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of businessbusiness and in a manner consistent with past practice and (ii) the Company shall use its commercially reasonable efforts to preserve intact the business organization and assets of the Company, Seller will not enter into to keep available the services of the employees, consultants and independent contractors of the Company or its Subsidiaries, to maintain in effect its material Contracts (subject to the ordinary expiration of any contractContract pursuant to its terms) and to preserve the present relationships of the Business with suppliers, agreementcustomers, commitment licensees and other Persons with which the Company or understanding its Subsidiaries have relations in connection with respect the Business and which are material to employing any agentsthe Business. (b) In addition to, wholesalersand without limiting, dealersthe foregoing, brokers the Company agrees that it shall not, directly or consultants in the development and sale of their services which requires an expenditure of more than $5,000 indirectly, without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notParent: (i) mortgageSell, pledge assign, license or subject to sublicense or otherwise dispose of any lien, charge asset or encumbrance any property of its Assets in the MarketCompany or the Business; (ii) sell Permit the imposition or transfer creation of any Lien on any of its Assets the assets or properties of the Company or the Business other than Permitted Liens, except as set forth in Schedule 5.1(b) of the Company Disclosure Schedule; (iii) Except as set forth in Schedule 5.1(b) of the Company Disclosure Schedule, enter into or terminate, modify, amend or breach or default on any material Contract to which the Company was or is a party or which relates to the Business; (iv) Except as necessary to comply with any applicable law, make any change in the Marketsalary, except compensation or benefits of any Company employee; (i) Pay any compensation, bonus or distribution to any employee other than annual base salaries in the ordinary course of businessbusiness consistent with past practice, (ii) increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided, or make other payment of any permits, licenses, approvals, amounts not due to any employee except as set forth in Schedule 5.1(b) of the Company Disclosure Schedule or authorization (iii) enter into any new or amend any existing employment or consulting agreement with any employee or consultant or service provider except in where Merger Sub has requested or approved the ordinary course termination of business, cancel any debts or claimsrelationship; (iiivi) knowingly enter into Hire or terminate any transaction outside the ordinary course of business. (iv) makeemployee, accrue or become liable in any way for any bonus (other than those which Seller shall pay hiring or terminations as provided for in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (vvii) make Change any method of Tax accounting, make, change or permit revoke any amendment material Tax election, amend any material Tax Return, or early termination of settle or compromise any contract, except in the ordinary course of businessliability for Taxes; (viviii) through negotiations Cancel or otherwise, make forgive any commitment affecting material debts due to or claims of the Market Company or incur waive any liability affecting rights of material value to the Market to labor organizations without the prior written approval of BuyerCompany; (viiix) Amend the certificate of incorporation or by-laws of the Company; (x) Except as set forth in Schedule 5.1(b) of the Company Disclosure Schedule, (1) incur or assume any Indebtedness of the Company; (2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations or Indebtedness for borrowed money of any other Person; (3) make any material alteration loans, advances or capital contributions to, or investments in any other Person; or (4) pledge or otherwise encumber shares of capital stock of the Company; (xi) Incur or commit to make any capital expenditures or other obligations or liabilities in connection therewith; (xii) Take any action or fail to take any action intended or expected to materially impede or delay the ability of the parties to obtain any necessary consents or approvals required for the transactions contemplated hereby or to perform the Company's covenants and agreements under this Agreement; (xiii) Settle or, cause the Company to, compromise any pending or threatened Action against the Company or affecting the Business other than any settlement solely for cash that will be satisfied in full prior to the normal and customary pricing Closing; (xiv) enter into any material joint venture, partnership or other similar arrangement; (xv) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (xvi) enter into any agreement that limits or otherwise restricts the Company or its Subsidiaries or any successor thereto from engaging or competing in any line of business or in any geographic area; (xvii) take any action that would make any representation or warranty of the Market Company hereunder inaccurate in any material respect at, or terms and conditions as of sale extended to Seller's customersany time prior to, the Effective Time; or (xviii) Enter into any agreement or understanding or commit to or authorize any of the actions specified in this Section 5.1(b).

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from Between the date of this Agreement until hereof and the Closing Date, except as to the Markets and Assetsotherwise approved in writing by Purchaser, Seller shall: 5.1 The business (a) not sell, transfer or dispose of Seller will be conducted in the usual and ordinary course, the character any of the business will not changeAssets, no different business will be undertaken within the Marketor make any capital expenditures or other expenditures, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except other than in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development except for sales and sale purchases of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except inventory made in the ordinary course of business, consistent with past practice. (b) not mortgage, pledge or create any permitslien, licensessecurity interest, approvalscharge or encumbrance upon any of the Assets; (c) operate the business of Seller in the ordinary course, consistent with past practice; not institute unusual or authorization novel methods of purchase or sale or operation; use its best efforts to preserve the business of Seller intact and preserve generally the present relationships with customers of, and suppliers to, Seller. (d) maintain all of the Assets in good repair and condition; (e) maintain the books, accounts and records of Seller in the ordinary course, consistent with past practices, comply with all laws, regulations and ordinances applicable to Seller and to the conduct of Seller’s business, and perform all of Seller’s obligations pursuant to the Contracts without default; (f) not incur or increase any obligation or liability (fixed or contingent) or enter into any contract, agreement or commitment, except normal trade or business obligations incurred in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of businessbusiness consistent with past practices. (ivg) not amend the Certificate of Incorporation or By-Laws of Seller; and (h) give to Purchaser and its agents and representatives free and full access to, and the right to inspect and appraise during normal business hours, all of the premises, properties, assets, records, contracts and other documents relating to Seller’s business, and permit them to consult with the officers, employees, accountants, counsel, agents, customers, vendors and suppliers of Seller for the purpose of making such investigation and appraisal of the business as Purchaser shall desire to make, accrue or become liable in any way for any bonus (other than those which Seller provided that such investigation shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent not unreasonably interfere with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or’s business operations.

Conduct of Business Pending Closing. Seller represents6.1 BMC, warrants the Sellers and agrees the Buyer agree that from pending the date of this Agreement until the Closing as to the Markets and AssetsClosing: 5.1 The (a) BMC’s business of Seller will be conducted only in the usual and ordinary course, the character of the business will not change, no different business will be undertaken course consistent with that conducted within the Market, past 12 months and Seller will, BMC shall enter into no transaction except in accordance with its past practicesthat standard or as is otherwise specifically contemplated by this Agreement. In no event shall BMC borrow any money or lend or advance any funds to any person or entity, preserve for Buyer the relationship with suppliersmake any sale, customers and others having business relations with Seller, including those employees lease or other transfer of Seller which Buyer intends to hire after Closing. 5.2 Except any Real Property or any tangible personal property (other than inventory in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of the Buyer;. (viib) make No change will be made in BMC’s Certificate of Incorporation or Bylaws, except as may be first approved in writing by the Buyer. (c) No change will be made in BMC’s authorized or issued shares of stock and BMC will issue no options, warrants or other agreements for the issuance of stock or other securities of BMC, except as contemplated by this Agreement. (d) BMC shall not pledge, grant any material alteration security interest on, or permit any lien or other encumbrance upon any of its properties, or enter into any contract or agreement providing for the same. (e) No contract or commitment will be entered into by or on behalf of BMC, except for those contracts or commitments that may otherwise be approved in writing by the Buyer or otherwise expressly contemplated by this Agreement, and as follows: (i) BMC is authorized to transfer two motor vehicles, one 1979 Cadillac and one 1993 Ford Explorer to T. ▇▇▇▇▇▇▇▇▇. (f) BMC shall not commence any action or proceeding in bankruptcy, be dissolved, liquidated, merged or consolidated with any other corporation or entity, or acquire any corporation, association, partnership, joint venture or other entity, or enter into any agreement to any of the foregoing. (g) No Seller shall pledge, encumber, or suffer any lien to be imposed on any of the Shares, or sell, assign or otherwise transfer all or any portion of the Shares or enter into any agreement to do the same. (h) BMC shall not distribute or otherwise transfer title to any of BMC’s property to Sellers or to any other person or company other than transfers of property in the ordinary course of business to unaffiliated or unrelated customers or creditors of BMC. 6.2 Sellers shall be entitled to all revenue earned and received by BMC through the Closing Date, provided, however, that they shall cause BMC to retain so much of such revenue as necessary to pay debts and expenses of BMC such that the total liabilities of BMC (including but not limited to liabilities for franchise, income, real estate and other taxes not yet due and payable but attributable to the normal and customary pricing period prior to Closing) do not exceed $2,171,500 (less the amounts prepaid referenced in Sections 4.1 — 4.3 hereof) as of the Market or terms and conditions of sale extended to Seller's customers; orClosing Date. 7.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-profit- sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or (viii) discharge or satisfy any lien or encumbrance affecting the Market or pay any obligation or liability affecting the Market (absolute or contingent), except as required or allowed hereunder. 5.4 Seller shall maintain books of account consistent with past accounting practices as described in Section 2.4. Seller will not materially alter its current insurance coverage without the prior written consent of Buyer. 5.5 Prior to this Agreement, Seller has made available to Buyer and its representatives certain information and records relating to the business and affairs of Seller as requested by Buyer. During the normal business hours throughout the period from this date to the Closing Date, Seller will give to Buyer and its accountants, counsel, appraisers and other representatives full access to all properties, contracts, commitments, books and records or Seller pertaining to the Market. Buyer will keep such information confidential and not disclose or use such information except for purposes of this Agreement until Closing.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement until the Closing as hereof to the Markets ------------------------------------- Closing Date, Seller shall use its best efforts to, preserve substantially intact its business organization and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance present relationships with its past practicescustomers, preserve for Buyer the relationship with suppliers, customers suppliers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, employees. Seller will not enter into take any contractaction that could reasonably be expected to have an adverse effect on Seller, agreementor the transactions contemplated by this Agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets , which consent shall not be unreasonably withheld, will not engage in the Marketany practice, Seller will not: (i) mortgage, pledge or subject to take any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of businessaction, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business.business as conducted prior to the date of this Agreement. Without limiting the generality of the foregoing, without such consent, (iva) makeSeller shall not sell, accrue lease, transfer, or become liable in assign any way for any bonus (assets, tangible or intangible, which comprise the Purchased Assets other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on for a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except fair consideration in the ordinary course of business;. (vib) through negotiations Seller will not enter into any agreement, contract, lease, (or otherwiselicense or series of related agreements, make any commitment affecting contracts, leases and licenses) with respect to the Market or incur any liability affecting Purchased Assets outside the Market to labor organizations without the prior written approval ordinary course of Buyer;business, (viic) make Seller will not accelerate, terminate or cancel any material alteration agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 with respect to the normal and customary pricing Purchased Assets to which Seller is a party or by which it is bound. (d) Seller will not impose any Lien upon any of the Purchased Assets, tangible or intangible. (e) [Intentionally left blank]. (f) [Intentionally left blank]. (g) Seller will not sell or consent to the sale of any of the Purchased Assets outside the ordinary course of business. (h) Seller will not increase the compensation or benefits payable to employees listed in the Market or terms and conditions of sale extended to Seller's customers; orSchedule 6.1

Conduct of Business Pending Closing. Seller represents(a) Except as set forth in the Disclosure Schedules, warrants and agrees that during the period from the date of this Agreement until to the date of Closing (the "Closing Date"), WCC and ▇▇▇▇▇ & ▇▇▇▇▇ shall conduct the Business according to their ordinary and usual course of business, consistent with past practice. Without limiting the generality of the foregoing, prior to the Closing as Date, neither WCC nor ▇▇▇▇ & Hirst will, without the prior written consent of Buyer, engage in any of the following transactions: (i) enter into any new employment agreement with officers, directors or employees; (ii) grant any increase in the compensation payable or to become payable to the Markets and Assets:Sellers or any other officers or employees or establish, adopt, enter into, or make any new grants or awards under, accelerate payment or vesting, become obligated to grant any awards under, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option or other equity, pension, retirement, incentive or deferred compensation, employment, retention, termination, severance, health, life or other welfare, fringe, Employee Benefit Plan, or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, or grant or pay any benefit not required by an existing Employee Benefit Plan or other plan or arrangement. 5.1 The business (iii) make a commitment for any significant investment of Seller will be conducted in the usual and ordinary coursea capital nature; (iv) enter into any waiver, the character release or relinquishment of the business will not changeany contract rights, no different business will be undertaken within the Market, and Seller willexcept, in accordance with its past practiceseach case, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not business and consistent with past practice; (v) enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, new leases for property except in the ordinary course of business, or terminate any permitsof the Client Agreements; (vi) acquire the assets of any business or any corporation, licensespartnership or other business organization or otherwise acquire any assets which are material in the aggregate to the Business; (vii) sell, approvals, lease or authorization or otherwise dispose of any Asset except in the ordinary course of businessbusiness consistent with past practice; (viii) create, cancel assume or incur any debts encumbrance on any of the Assets; (ix) amend, terminate or claimswaive any right of substantial value arising under any of the Client Agreements or otherwise relating to the Business; (x) fail to pay current liabilities, including accounts payable and accrued expenses, in the ordinary course of business and otherwise in accordance with their terms; (xi) collect any accounts receivable outside of the ordinary course and in advance of their due dates; (xii) take or perform any action which would or might cause any representation or warranty made by Sellers herein to be rendered inaccurate, in whole or in part, and/or which would prevent, inhibit or preclude the satisfaction, in whole or in part, of any covenant required to be performed or satisfied by Sellers at or prior to the Closing and/or the implementation of the within transaction; (xiii) agree in writing or otherwise take any of the foregoing actions or any action which would make any representation or warranty in this Agreement to be untrue or incorrect; or (xiv) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 2.10 above. (b) During the period from the date of this Agreement to the Closing Date, Sellers will: (i) take and perform any and all actions necessary to render accurate and/or maintain the accuracy of, all of the representations and warranties of Sellers and WCC herein contained and satisfy each covenant or condition required to be performed or satisfied by Sellers prior to the Closing and/or cause or permit the implementation of the within transaction; (ii) carry on and maintain the Business in substantially the same form, style and manner as operated by Sellers prior to this Agreement and use their best efforts to preserve its business organization and its relationships with its customers, all employees and others having business relations with Sellers, and not voluntarily engage in any transaction not in the ordinary course of business without the prior consent of Buyer; (iii) knowingly enter into any transaction outside use their best efforts in good faith to cause each of WCC's customers including, but not limited to those listed on Schedule 1.2(e) of the ordinary course Disclosure Schedules, to indicate their intention to continue to be bound by the terms and conditions of business.the Client Agreements; (iv) make, accrue or become liable use their best efforts in any way for any bonus (other than those which good faith to cause each of its employees to continue employment with Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in following the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;Closing Date; and (v) make or permit any amendment or early termination give prompt written notice to Buyer of any contractmaterial development affecting WCC's or ▇▇▇▇▇ & ▇▇▇▇▇'▇ assets, except in the ordinary course clients, liabilities, business, financial condition, operations, results of business; (vi) through negotiations operations, or otherwise, make any commitment affecting the Market or incur any liability affecting the Market future prospects; and give prompt written notice to labor organizations without the prior written approval Buyer of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to development affecting Seller's customers; orability to consummate the transactions contemplated by this Agreement. No disclosure, pursuant to this paragraph "7.7 (b)(v)", however, shall cure any misrepresentation, breach of warranty, or breach of covenant.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that During the period from the date of this Agreement until to the Closing as Date, the Sellers shall conduct the Business in a manner consistent in all material respects with past practice of the Sellers, and the Sellers shall not engage in any transaction with respect to the Markets and Assets: 5.1 The business Business out of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business. Furthermore, Seller except as set forth in Schedule 6.6 hereto, or as is expressly permitted or required by this Agreement, the Sellers will not enter into any contractnot, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to the Market Purchasers (which shall not be unreasonably withheld, conditioned or Assets in the Market, Seller will not:delayed): (ia) mortgage, pledge or allow any Purchased Assets to become subject to any lien, charge or encumbrance any of its Assets in the MarketLien other than Permitted Liens; (iib) sell cancel or affirmatively waive any claims or rights of material value to the Business, or (c) sell, transfer or dispose of any of its Assets in the MarketPurchased Assets, except in the ordinary course for sales of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except finished goods inventory in the ordinary course of business; (vid) through negotiations dispose or otherwisepermit to lapse any rights in, make to or for the use of any commitment affecting the Market or incur Transferred Intellectual Property (other than any liability affecting the Market to labor organizations without the prior written approval of Buyerexpiring patents); (viie) enter into, terminate, materially amend or become subject to any Contract that, if entered into prior to the date of this Agreement, would be required to be listed on Schedule 3.13; (f) make any material alteration change in any method of accounting or keeping its books of account or accounting practices related to or affecting the Business; (g) cause or permit any damage, destruction or loss of any Purchased Assets, whether or not covered by insurance, that individually exceeds Ten Thousand Dollars ($10,000) or exceeds Twenty Five Thousand Dollars ($25,000) in the aggregate; (h) prepare any Tax Returns relating to the normal Business in a manner that is inconsistent with the past practices of the Sellers; (i) enter into a settlement or a closing agreement relating to the Business with a Taxing Authority; (j) cause or permit the termination, lapse or material modification of any insurance policies currently maintained with respect to the Business and customary pricing the Purchased Assets; (k) directly or indirectly make, offer to make, promise to make or authorize the payment or giving of a Prohibited Payment or otherwise violate the FCPA or any applicable Law enacted in any jurisdiction in connection with or arising under the Market or terms and conditions of sale extended to Seller's customersOECD Convention; or (l) enter into any Contract or letter of intent with respect to (whether or not enforceable), or otherwise commit or agree, whether or not in writing, to do any of the foregoing;

Conduct of Business Pending Closing. Seller representsExcept as Buyer may otherwise consent in writing, warrants and agrees that from the date of this Agreement until prior to the Closing as Seller will cause the Company to, and Company shall operate the Business in the usual, regular, and ordinary manner, and, to the Markets extent consistent with such operation, use its commercially reasonable efforts to (i) preserve its present business organization intact; (ii) keep available the services of its present officers and Assets: 5.1 The employees; (iii) preserve its present business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with supplierscustomers, customers suppliers and others having business relations dealings with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except it and (iv) repair and maintain the Facility in the ordinary course of businessits business consistent with past practices. Without limiting the generality of the foregoing, Seller will not except as Buyer may otherwise consent in writing, prior to the Closing, Company shall not: (a) enter into any contractmaterial contracts or materially modify or cancel any material existing Contracts, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants except in the development and sale ordinary course of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: business consistent with past practices; (ib) mortgage, pledge or subject become indebted to any lien, charge person other than Seller or encumbrance its affiliates or become obligated to guaranty any indebtedness of its Assets any person; (c) make any material change in the Market; (ii) sell any management or transfer any of its Assets in the Marketsupervisory personnel, except in the ordinary course of business; (d) enter into any contract of employment with, or increase the compensation paid or payable to, or enter into any new arrangements with, any of the officers, employees or agents of the Business or pay or become committed to pay any of the foregoing any bonuses or other special compensation other than in the ordinary course of the Company's business; (e) alter or revise the accounting principles and procedures heretofore employed with respect to the Business, except as required by changes in U.S. generally accepted accounting principles; (f) accelerate any progress or other bill▇▇▇▇ ▇▇ customers; (g) modify in any material respect the frequency or volume of material purchases with respect to the Business; (h) offer any discounts (whether for early payment or otherwise) to customers with respect to or waive payment of any accounts receivable owing to the Business, without the prior written consent of Buyer; (i) make any single capital expenditure in an amount exceeding $50,000, or any permitsseries of related capital expenditures which in the aggregate exceed $100,000 that are not contemplated by the capital expenditure plans previously provided to Buyer; (j) sell, licensestransfer, approvalsassign, dispose, encumber or authorization or except grant a license with respect to, its assets other than in the ordinary course of business, cancel ; (k) incur any debts extraordinary charges or claims; (iii) knowingly enter into any transaction expenses or engage in transactions outside the ordinary course of business. ; (ivl) makepay any dividends or make any other distributions of funds or assets to Seller or its affiliates; (m) engage in transactions with Seller or its affiliates except in accordance with existing agreements and policies disclosed on Schedule 6.1; (n) issue any shares of stock or other security or grant any stock option or right to purchase shares of capital stock or issue any security or grant any stock option or right to purchase shares of capital stock or issue any security convertible into shares of capital stock of the Company; (o) incur any obligation or liability material to the Company; (p) cancel or fail to renew any existing insurance coverage (provided that 15 days before renewing any insurance coverage, accrue or become liable in any way for any bonus (other than those which Seller shall pay in fullprovide Buyer written notice of such renewal); (q) amend or otherwise modify the Certificate of Incorporation or Bylaws of the Company; (r) merge or consolidate the Company with any other corporation or acquire all or substantially all of the stock or business of another person, profit-sharing, pension, incentive compensation corporation or other similar payments entity; or (s) enter into an agreement to do any employee in of the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orforegoing.

Conduct of Business Pending Closing. Seller representsFrom the Agreement Date through the Closing Date, warrants and agrees that from the date of except as set forth in Schedule 6.2 or as required by this Agreement until the Closing as or otherwise consented to the Markets and Assetsor approved by Buyer in writing, which consent or approval shall not be unreasonably withheld: 5.1 The business of Seller will be conducted (a) BHP Hawaii and BHP Pacific shall cause Subsidiary to operate the Business only in its usual, regular and ordinary manner and substantially in the same manner as heretofore conducted. BHP Hawaii and BHP Pacific shall cause Subsidiary to use commercially reasonable efforts to (i) preserve the Business; (ii) keep available to Buyer the services of the present officers, employees, agents and independent contractors of Subsidiary; (iii) maintain the assets of the Business in their current state of repair, order and condition, usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, wear and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers tear excepted and others having business relations with Seller, including those employees of Seller which Buyer intends subject to hire after Closing. 5.2 Except requirements in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding ; and (iv) maintain in effect insurance upon the assets of Subsidiary and with respect to employing any agents, wholesalers, dealers, brokers or consultants the conduct of the Business in such amounts and of such kinds comparable in all material respects to that in effect on the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of BuyerAgreement Date. 5.3 As to the Market or Assets in the Market, Seller will not(b) BHP Hawaii and BHP Pacific shall cause Subsidiary not to: (i) mortgage, pledge amend the Charter or subject to Bylaws of any lien, charge or encumbrance any of its Assets in the MarketSubsidiary; (ii) sell incur or transfer assume or become subject to any of its Assets in the Marketadditional indebtedness for money borrowed or purchase money indebtedness, except in the ordinary course of businessbusiness and consistent with past practices; (iii) except as necessary to effect the transactions contemplated by Sections 2.4 and 2.5, declare or pay any dividend or make any other distribution to any shareholder of any Subsidiary; (iv) redeem or otherwise acquire any shares of capital stock of any Subsidiary or issue any capital stock of any Subsidiary or any permitsoption, licenseswarrant or right relating thereto or any securities exchangeable for or convertible into any such shares; (v) permit or allow any Subsidiary's assets or properties to be subject to any additional Encumbrance (other than Permitted Liens) or sell, approvalstransfer, lease or authorization otherwise dispose of any such assets or properties, in each case except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent business and consistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of businesspast practices; (vi) through negotiations grant any increase in salaries or otherwisecommissions payable or to become payable to any employee of Subsidiary, make or to any commitment affecting the Market sales agent or incur any liability affecting the Market to labor organizations without the prior written approval representative of BuyerSubsidiary, except normal periodic increases in salaries and commissions in accordance with Subsidiary's existing compensation practices; (vii) make any material alteration capital expenditure or commitment therefor for additions to the normal and customary pricing property, equipment or facilities in excess of $2,000,000 in the Market aggregate per month; (viii) license, sell, transfer, pledge, modify, disclose, dispose of or terms permit to lapse any right under or respecting, or enter into any settlement regarding the breach or infringement of, any material Intellectual Property; (ix) hire any new employee unless such employee is a bona fide replacement for a vacancy in a budgeted, authorized position with the Business as of the Agreement Date and conditions necessary to continue the operations of sale extended the Business; (x) terminate, renew, enter into or amend any Commitment or contract or agreement which would qualify as a Commitment (other than any spot crude and product contracts); (xi) establish or adopt any severance pay plan or arrangement with respect to, or for the benefit of, Transferred Employees; (xii) make any change in any method of accounting or accounting practice or policy, other than those required by Australian GAAP; (xiii) engage in any transactions with a BHP Affiliate, other than transactions in the ordinary course and consistent with past practices; (xiv) make any changes in the method of acquiring feedstock or in the type of feedstock which is not consistent with past practices; (xv) make any changes in the documents referred to Seller's customersin the last sentence of subsection 4.10(a); or (xvi) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of Business Pending Closing. The Seller representscovenants that, warrants and agrees that from pending the date of this Agreement until the Closing as to the Markets and Assetsclosing: 5.1 (a) The Seller's business of Seller will be conducted only in the usual ordinary course and ordinary coursethere shall be no acceleration of payment of any contract or change in rate of compensation payable to any employee in the form of a bonus or otherwise, other than commitments previously disclosed to Buyer in writing. (b) No change will be made in the Seller's Articles of Incorporation or Bylaws, except as may be first approved in writing by the Buyer. (c) No change will be made in the Seller's authorized or issued corporate shares. (d) No contract or commitment will be entered into by or on behalf of the Seller, except normal commitments for the purchase of inventory, parts and supplies, without the Buyer's written approval. (e) No change will be made affecting the personnel, or banking or safe deposit arrangements of the Seller without the Buyer's written approval. (f) Except as otherwise requested by the Buyer, the character Seller will cause the Seller to use its best efforts (without making any commitment on the Buyer's behalf) to preserve the Seller's business organization intact; to keep available to the Seller the services of the business will not change, no different business will be undertaken within the Market, its present employees; and Seller will, in accordance with its past practices, to preserve for Buyer the relationship with Seller the goodwill of its suppliers, customers customers, and others having business relations with the Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in (g) All debts will be paid as they become due. (h) No contract right of the Seller will be waived without Buyer's written approval. (i) No uninsured material physical damage for loss will occur to the assets of the Seller. (j) No obligations except current liabilities under contracts entered into the ordinary course of business, business will be incurred without Buyer's written approval. (k) The Seller will not enter into suffer any contract, agreement, commitment strike or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyerlabor dispute. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsFrom the date hereof until ----------------------------------- the Closing, warrants except (i) as consented to by the Buyer in writing, (ii) as agreed to in paragraph 12 of the LOI (as defined herein) or (iii) as contemplated by this Agreement: (a) The Company will maintain itself at all times as a corporation duly organized and agrees that from validly existing under the laws of the Japan; (b) The Company will carry on its business and operations substantially in the manner carried on as of the date hereof and the Company will not engage in any activity or transaction or make any commitment to purchase or spend, other than in the ordinary course of its business as heretofore conducted, or repay any indebtedness (including, but not limited to, operating or capital lease obligations) except in accordance with the scheduled payment terms thereof, or enter into any new indebtedness for borrowed money or the deferred purchase of assets or services or any operating or capital lease arrangements; (c) The Company will not declare, authorize or pay any distribution or dividend to its shareholders and the Company will not grant, issue, redeem, purchase, or otherwise acquire, or agree to grant, issue, redeem, purchase, or otherwise acquire, any shares of its stock or other securities (including, without limitation, stock options); (d) Except as set forth in SCHEDULE 4.9 (f)-(1), (f)-(2), (f)-(3) AND (f)-(4) hereof, the Company will not pay or obligate itself to pay any compensation, commission, or bonus to any director, employee, or independent contractor as such, except for the regular compensation and commissions payable to such director, employee, or independent contractor at the rate in effect on the date of this Agreement until the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except or otherwise in the ordinary course of business, and will not hire any employee or independent contractor; (e) The Company will continue to carry all of its existing insurance; (f) Each of the Company and the Seller will not enter into any contractuse its best efforts to preserve the business organization of the Company intact, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As keep available to the Market or Assets in Buyer the Marketservices of the Company's employees and independent contractors and to preserve for the Buyer the Company's relationships with suppliers, Seller licensees, distributors, and customers and others having business relationships with the Company; (g) The Company will not: (i) mortgage, and will not obligate itself to, sell or otherwise dispose of or pledge or subject to any lien, charge or encumbrance otherwise encumber any of its Assets in the Market; (ii) sell properties or transfer any of its Assets in the Market, assets except in the ordinary course of businessbusiness and the Company will maintain its facilities, machinery, and equipment in good operating condition and repair, subject only to ordinary wear and tear; (h) The Company will not enter into any agreement or understanding with any employee, director, or shareholder of the Company or any permitsaffiliate of any of the foregoing where the value of any such items taken together would, licensesin the aggregate, approvals, exceed the Japanese Yen equivalent of U.S. Fifty Thousand Dollars (U.S.$ 50,000.00) as of the date of the execution of this Agreement; (i) The Company will not engage in any activity or authorization or except transaction other than in the ordinary course of business, cancel any debts or claimsits business as heretofore conducted; (iiij) knowingly enter into The Company will not take any transaction outside action after the ordinary course of business.date hereof which would cause any representation or warranty contained in this Agreement to be or become incorrect; and (ivk) makeWithout limiting the foregoing, accrue or become liable in the Company will consult with the Buyer regarding all significant developments, transactions, and proposals relating to its business prior to taking any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; oraction.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that from From the date of this Agreement hereof until the Closing as to Closing, each of the Markets Company and Assetsthe Subsidiary shall use commercially reasonable efforts to: 5.1 The (a) maintain its existence in good standing; (b) conduct its business of Seller will be conducted in the usual and ordinary course, except as otherwise expressly permitted by this Agreement; (c) file on a timely basis with the character appropriate Taxing authorities all Tax Returns required to be filed, and pay all Taxes due, before the Closing Date; (d) pay all outstanding Indebtedness such that neither the Company nor the Subsidiary will have any Indebtedness as of the business will not changeClosing; (e) pay all bonuses, no different business will be undertaken within the Marketcommissions, and Seller willaccrued vacation time due to employees, officers, directors, or consultants of the Company or the Subsidiary related to periods occurring on or before the Closing Date (collectively, the “Company Bonus Payments”), which Company Bonus Payments shall be set forth on Schedule 6.1(e) hereto (which Schedule 6.1(e) shall also set forth the amount of all bonuses and commissions due to employees, officers, directors, or consultants of the Company or the Subsidiary for the period beginning on the date following the Closing Date and ending on December 31, 2012 (collectively, the “Parent Bonus Payments”), which Parent Bonus Payments shall be paid by Parent in accordance with addition to the Merger Consideration payable to the Company Holders hereunder), and terminate the Company and the Subsidiary’s accrued vacation policies as of the Closing Date such that neither Parent, the Surviving Corporation, nor the Subsidiary will have any liability for any accrued vacation time payment due to any employee, officer, director, or consultant of the Company or the Subsidiary; and (f) to (i) preserve its past practicesbusiness intact, (ii) keep available to the Company and the Subsidiary the services of its present officers and employees, and (iii) preserve for Buyer the relationship with Company and the Subsidiary, as applicable, the goodwill of its suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closingthe Company or the Subsidiary. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller represents(a) Except as set forth in the Disclosure Schedules, warrants and agrees that during the period from the date of this Agreement until the Closing as to the Markets Closing, Seller shall conduct the Business according to its ordinary and Assetsusual course of business, consistent with past practice. Without limiting the generality of the foregoing, prior to the Closing, Seller will not, except in the ordinary course of business and consistent with past practice, without the prior written consent of Buyer, engage in any of the following transactions: 5.1 The business (i) enter into any new employment agreement with Stockholders or any other officer, director or employee of Seller will be conducted (other than Field Employees); (ii) make any change in the usual salary or commission structure of any of Seller's employees or consultants, except in the ordinary course of business and consistent with past practice; (iii) enter into any waiver, release or relinquishment of any material contract rights, except, in each case, in the ordinary course, the character course of business and consistent with past practice; (iv) terminate any of the Client Agreements; (v) acquire the assets of any business will not changeor any corporation, no different partnership or other business will be undertaken within organization or otherwise acquiring any assets which are material in the Marketaggregate to Seller or the Business; (vi) sell, lease or otherwise dispose of any Acquired Asset except in the ordinary course of business consistent with past practice; (vii) create, assume or incur any encumbrance on any of the Acquired Assets; (viii) amend, terminate or waive any right of substantial value arising under any of the Client Agreements or otherwise relating to the Business; (ix) fail to pay current liabilities, including accounts payable and accrued expenses, in the ordinary course of business, consistent with past practice, and Seller will, otherwise in accordance with their terms; (x) collect any accounts receivable in advance of their due dates, outside of the ordinary course of business, and not consistent with past practice; (xi) take or perform any action which would or might cause any representation or warranty made by Seller herein to be rendered inaccurate, in whole or in part, and/or which would prevent, inhibit or preclude the satisfaction, in whole or in part, of any covenant required to be performed or satisfied by Seller at or prior to the Closing and/or the implementation of the within transaction; (xii) agree in writing or otherwise take any of the foregoing actions or any action which would make any representation or warranty in this Agreement to be untrue or incorrect; or (xiii) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 2.7 above. ----------- (b) During the period from the date of this Agreement to the Closing Date, Seller and Stockholders will: (i) take and perform any and all actions necessary to render accurate and/or maintain the accuracy of, all of the representations and warranties of Seller and Stockholders herein contained and satisfy each covenant or condition required to be performed or satisfied by Seller prior to the Closing and/or cause or permit the implementation of the within transaction; (ii) carry on and maintain the Business in substantially the same form, style and manner as operated by Seller prior to this Agreement and use their reasonable best efforts to preserve the Business and its past practicesrelationships with its customers, preserve for Buyer the relationship with suppliers, customers all employees and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except and not voluntarily engage in any material transaction not in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 business without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside use their reasonable best efforts in good faith to cause each of Seller's customers including, but not limited to those listed on Section 1.1B to the ordinary course Disclosure Schedules, to indicate their intention to continue to be bound by the terms and conditions of business.the Client Agreements; and (iv) make, accrue or become liable use their reasonable best efforts in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments good faith to any employee in cause each of Seller's employees to continue employment with Buyer following the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;Closing Date; and (v) make or permit any amendment or early termination give prompt written notice to Buyer of any contractmaterial development affecting Seller's assets, except in the ordinary course clients, liabilities, business, financial condition, operations, results of business; (vi) through negotiations operations, or otherwise, make any commitment affecting the Market or incur any liability affecting the Market future prospects; and give prompt written notice to labor organizations without the prior written approval Buyer of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to development affecting Seller's customers; orability to consummate the transactions contemplated by this Agreement.

Conduct of Business Pending Closing. Seller represents(a) Except as set forth in the Disclosure Schedules, warrants and agrees that during the period from the date of this Agreement until to the date of Closing (the "Closing Date"), CompPro shall conduct the Business according to its ordinary and usual course of business, consistent with past practice. Without limiting the generality of the foregoing, prior to the Closing as Date, CompPro will not, without the prior written consent of Buyer, engage in any of the following transactions: (i) enter into any new employment agreement with officers, directors or employees; (ii) grant any increase in the compensation payable or to become payable to the Markets and Assets:Seller's or any other officers or employees or establish, adopt, enter into, or make any new grants or awards under, accelerate payment or vesting, become obligated to grant any awards under, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option or other equity, pension, retirement, incentive or deferred compensation, employment, retention, termination, severance, health, life or other welfare, fringe, Employee Benefit Plan, or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, or grant or pay any benefit not required by an existing Employee Benefit Plan or other plan or arrangement. 5.1 The business (iii) make a commitment for any significant investment of Seller will be conducted in the usual and ordinary coursea capital nature; (iv) enter into any waiver, the character release or relinquishment of the business will not changeany contract rights, no different business will be undertaken within the Market, and Seller willexcept, in accordance with its past practiceseach case, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding business and consistent with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreementpast practice; (v) make or permit enter into any amendment or early termination of any contract, new leases for property except in the ordinary course of business; (vi) through negotiations acquire the assets of any business or otherwiseany corporation, make partnership or other business organization or otherwise acquire any commitment affecting assets which are material in the Market aggregate to the Business; (vii) sell, lease or otherwise dispose of any Asset except in the ordinary course of business consistent with past practice; (viii) create, assume or incur any liability affecting encumbrance on any of the Market Assets; (ix) amend, terminate or waive any right of substantial value relating to labor organizations the Business; (x) fail to pay current liabilities, including accounts payable and accrued expenses, in the ordinary course of business and otherwise in accordance with their terms; (xi) collect any accounts receivable outside of the ordinary course and in advance of their due dates; (xii) take or perform any action which would or might cause any representation or warranty made by Seller's herein to be rendered inaccurate, in whole or in part, and/or which would prevent, inhibit or preclude the satisfaction, in whole or in part, of any covenant required to be performed or satisfied by Seller's at or prior to the Closing and/or the implementation of the within transaction; (xiii) agree in writing or otherwise take any of the foregoing actions or any action which would make any representation or warranty in this Agreement to be untrue or incorrect; or (xiv) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 2.10 above. (b) During the period from the date of this Agreement to the Closing Date, Seller's will: (i) take and perform any and all actions necessary to render accurate and/or maintain the accuracy of, all of the representations and warranties of Seller's and CompPro herein contained and satisfy each covenant or condition required to be performed or satisfied by Seller's prior to the Closing and/or cause or permit the implementation of the within transaction; (ii) carry on and maintain the Business in substantially the same form, style and manner as operated by Seller's prior to this Agreement and use their best efforts to preserve CompPro's business organization and its relationships with its customers, all employees and others having business relations with CompPro, and not voluntarily engage in any transaction not in the ordinary course of business without the prior written approval consent of Buyer; (viiiii) make use his best efforts in good faith to cause those of CompPro's employees selected by Buyer to continue employment with CompPro following the Closing Date; and (iv) give prompt written notice to Buyer of any material alteration development affecting CompPro's, clients, liabilities, business, financial condition, operations, results of operations, or future prospects; and give prompt written notice to the normal and customary pricing in the Market or terms and conditions Buyer of sale extended to any material development affecting Seller's customers; orability to consummate the transactions contemplated by this Agreement. No disclosure, pursuant to this paragraph "6.7 (b)(iv)", however, shall cure any misrepresentation, breach of warranty, or breach of covenant.

Conduct of Business Pending Closing. (a) The Seller represents, warrants and agrees that shall direct [***] to perform the validation activities with respect to the Product for the United States in accordance with Issued [***] issued in favor of [***]. Purchaser will reimburse Seller for its out of pocket costs incurred in performing such validation services from the date of this Agreement Effective Date until the Closing Date, and such amounts shall be payable at the Closing or upon the termination of this Agreement, whichever is earlier. (b) Except for (i) matters set forth in Section 7.08(b) of the Seller Disclosure Schedule, (ii) as consented to by Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be deemed to be given if, within [***] after the Seller has provided to Purchaser a written request for consent, Purchaser has not rejected such request in writing, (iii) any actions or omissions taken reasonably and in good faith in response to the Markets COVID-19 virus (SARS-COV-2) (or related strains, variations, and Assets: 5.1 The business of Seller will be conducted sequences) or related Governmental Order or action by a Governmental Authority in relation thereto, (iv) as required by applicable Laws, or (v) as otherwise contemplated by the usual and ordinary course, the character terms of the Transaction Documents, from the Effective Date until the Closing or earlier termination of this Agreement, Seller shall: (a) conduct its business will not change, no different business will be undertaken within with respect to the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except Purchased Assets in the ordinary course of businessbusiness consistent with past practice; and (b) not sell, Seller will not enter into transfer, license, permit to lapse or otherwise dispose of any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: (i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of businessPurchased Assets. (ivc) makeOther than as expressly contemplated by this Agreement, accrue during the period from the Effective Date until the earlier of (a) the date this Agreement is terminated in accordance with its terms and (b) the Closing, the Seller shall not, and shall cause its directors, officers, employees, founders, agents and advisors not to, directly or become liable in indirectly, solicit, knowingly encourage or accept any way offers for the purchase, license or acquisition of any bonus of the Purchased Assets (other than those which Seller shall pay in fullas expressly contemplated by this Agreement and such activities that are otherwise immaterial), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or.

Conduct of Business Pending Closing. (a) The Seller representsand Parent covenant and agree that, warrants between the date hereof and agrees the Closing Date, or the earlier termination of this Agreement, except as Buyer shall otherwise consent in writing, the Seller and Parent shall, and the Parent shall cause the Seller to: (i) conduct the Business only in, and shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) preserve intact the Acquired Assets in the ordinary course of business and in a manner consistent with past practice; (iii) use commercially reasonable efforts to keep available the services of the current Business Employees; (iv) use commercially reasonable efforts to maintain in effect the Assigned Contracts (subject to the expiration of any Assigned Contract pursuant to its terms); (v) maintain in effect the Business Licenses (if any) in accordance with the terms thereof and renew any Business License that from would otherwise expire pursuant to the terms thereof between the date of this Agreement until and the Closing as Closing; and (vi) use commercially reasonable efforts to preserve the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character present relationships of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers customers, vendors, licensees and others having other Persons with which the Seller or the Parent has business relations in connection with Seller, including those employees of Seller which Buyer intends to hire after Closingthe Business. 5.2 Except in (b) The Seller and the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding Parent (with respect to employing any agentsSections 5.1(b)(i), wholesalers(ii), dealers(iv), brokers (x), (xvi) and (xvii) only) covenant and agree that, between the date hereof and the Closing Date, or consultants the earlier termination of this Agreement, except as Buyer shall otherwise consent in writing, the development Seller and sale of their services which requires an expenditure of more than $5,000 without Parent (with respect to Sections 5.1(b)(i), (ii), (iv), (x), (xvi) and (xvii) only) shall not, nor shall the prior written authorization of Buyer. 5.3 As to Parent permit the Market or Assets in the Market, Seller will notto: (i) mortgagesell, pledge transfer, lease, license, sublicense, dispose of, encumber or subject to otherwise dispose of any lienAcquired Asset, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination sale of any contract, except inventory in the ordinary course of business; (ii) hire any employee, consultant or independent contractor in connection with the Business or terminate any Business Employee; change the compensation (including bonus or commission payments) payable or to become payable to any Business Employee, or grant any severance or termination pay to, or enter into or amend any Contract with, any Business Employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock or other equity option, restricted stock or other restricted security, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former Business Employee; (iii) change any accounting policies or procedures (including procedures with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable), or any financial reporting, unless required by GAAP; (iv) create, incur or assume any Lien on any of the Acquired Assets; (v) sell, transfer, lease, license, sublicense, mortgage, pledge, dispose of, encumber, grant or otherwise dispose of any Seller Intellectual Property, or amend or modify in any material way any existing agreements with respect to any Seller Intellectual Property; (vi) through negotiations incur any Indebtedness or otherwiseissue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any commitment affecting loans, advances or enter into any financial commitments; make or authorize any capital expenditures which are, in the Market aggregate, in excess of $20,000; or incur acquire any liability affecting asset or property, other than (i) acquisitions of any assets in the Market ordinary course of business consistent with past practice that are not, in the aggregate, in excess of $20,000 or (ii) purchases of inventory for resale (whether for cash or pursuant to labor organizations without an exchange) in the prior written approval ordinary course of Buyerbusiness and consistent with past practice; (vii) enter into any Contract, other than Contracts involving payments of less than $10,000 which are entered into in the ordinary course of business; modify, amend or transfer in any material respect or terminate any Assigned Contract or waive, release or assign any material rights or claims thereto or thereunder or enter into or extend any real property lease; (viii) make, revoke or change any Tax election, change any method of Tax accounting, settle or compromise any domestic or foreign income Tax Liability, amend or file any amended Tax Return, agree to an extension of a statute of limitations or enter into any closing or other agreement or ruling relating to any Tax; settle any audit; or take any other action with regard to any dispute or discussion with a Governmental Authority relating to a material Tax Liability or potential Liability; (ix) pay, discharge, satisfy, settle or commence any Action or waive, assign or release any material rights or claims relating to any of the Acquired Assets or the Business; (x) fail to maintain in full force and effect all insurance and self-insurance, as the case may be, currently in effect with respect to the Acquired Assets or the Business; (xi) amend or otherwise change any Organizational Document of the Seller or alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership; (xii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) issue, sell or otherwise dispose of any of the capital stock or other equity interests of the Seller; (xiv) form any Subsidiary or make any material alteration acquisition or effect any disposition of any Person or any division, business or business unit of any Person or any equity security of or equity interest in any Person; (xv) revalue any of the Acquired Assets, including writing off notes or accounts receivable or revaluing inventory, except as required by GAAP; (xvi) take any action or fail to take any action that would result in any of the normal representations and customary pricing warranties set forth in ARTICLE III becoming false or inaccurate, that would, individually or in the Market aggregate, have a Business Material Adverse Effect, or that would materially impair the ability of the Seller or the Parent, to consummate the transactions contemplated hereby in accordance with the terms and conditions of sale extended to Seller's customershereof or materially delay such consummation; or (xvii) authorize or commit to do any of the foregoing, or agree or enter into any Contract to do any of the foregoing.

Conduct of Business Pending Closing. Seller representsshall use reasonable ------- -- -------- ------- ------- efforts to preserve its business as conducted at the Branch Offices to preserve for the Buyer the good will of the customers of such Branch Offices. Except as may be required to obtain the regulatory approvals to effect the transactions described in this Agreement, warrants and agrees that from except as may be otherwise required by a regulatory authority, between the date of this Agreement until hereof and the Closing as to the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of businessDate, Seller will not enter into any contractshall not, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization consent of Buyer. 5.3 As to the Market or Assets in the Market, Seller will notwhich consent shall not be unreasonably withheld: (ia) mortgage, pledge Cause the Branch Offices to engage or subject to participate in any lien, charge material transaction or encumbrance incur or sustain any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, material obligation except in the ordinary course of the Branch Offices' business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (b) Offer rates at the Branch Offices other than in accordance with Seller's normal pricing policies and practices for its Southern California branch system on new or renewing certificates of deposit and transaction and money market accounts; (c) Cause the Branch Offices to transfer to Seller's other branches any (i) Account Loans or Overdraft Lines of Credit, (ii) Fixed Assets, (iii) knowingly enter into any transaction outside the ordinary course of business. employees (unless requested by such employee), or (iv) make, accrue Records except upon the unsolicited request of a depositor or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except borrower in the ordinary course of business; (vid) through negotiations Cause the Branch Offices to transfer to Seller's other operations any Deposits or otherwisecause any Deposits from Seller's other operations to be transferred to the Branch Offices, make any commitment affecting except upon the Market or incur any liability affecting unsolicited request of a depositor in the Market to labor organizations without the prior written approval ordinary course of Buyerbusiness; (viie) make Make any material alteration loan or commitment for any loan for the account of the Branch Offices which will constitute an Asset to be acquired by Buyer, except for loans and commitments which are made in the ordinary course of business; (f) Transfer, assign, encumber, or otherwise dispose of or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of any of the Assets; (g) Invest in any Fixed Assets or improvements to Covina Branch, except for commitments made on or before the date of the Agreement and disclosed to Buyer prior to the date of this Agreement, and for any necessary replacements of furniture, furnishings, and equipment, and normal maintenance and customary pricing refurbishing, purchased or made in the Market ordinary course of the Covina Branch's business; (h) Increase or agree to increase the salary, remuneration, or compensation of persons employed at the Covina Branch other than in the ordinary course of business, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical or area-wide practice; provided, however, Seller may, at its option (and without in any way -------- ------- assuming an obligation to do so), pay incentive compensation to such employees for purposes of retaining their service through the Closing Date; and (i) Enter into any commitment, agreement, understanding, or other arrangement to dispose of the Deposits or Assets of the Branch Offices other than pursuant to the terms and conditions of sale extended to Seller's customers; orthis Agreement.

Conduct of Business Pending Closing. (a) The Seller represents, warrants covenants and agrees that, between the date hereof and the Closing Date, or the earlier termination of this Agreement, except as Buyer shall otherwise consent in writing, the Seller shall: (i) conduct the Business only in, and shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) preserve intact the Acquired Assets in the ordinary course of business and in a manner consistent with past practice; (iii) use commercially reasonable efforts to keep available the services of the current Business Employees; (iv) use commercially reasonable efforts to maintain in effect the Assigned Contracts; (v) maintain in effect the Business Licenses (if any) in accordance with the terms thereof and renew any Business License that from would otherwise expire pursuant to the terms thereof between the date of this Agreement until and the Closing as Closing; and (vi) use commercially reasonable efforts to preserve the Markets and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character present relationships of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers customers, vendors, licensees and others having other Persons with which the Seller has business relations in connection with Seller, including those employees of Seller which Buyer intends to hire after Closingthe Business. 5.2 Except (b) The Seller covenants and agrees that, between the date hereof and the Closing Date, or the earlier termination of this Agreement, except as Buyer shall otherwise consent in writing, the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will shall not: (i) mortgagesell, pledge transfer, lease, license, sublicense, dispose of, encumber or subject to otherwise dispose of any lienAcquired Asset, charge or encumbrance any of its Assets in the Market; (ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination sale of any contract, except Inventory in the ordinary course of business; (ii) hire any employee, consultant or independent contractor in connection with the Business or terminate any Business Employee; change the compensation (including bonus or commission payments) payable or to become payable to any Business Employee, or grant any severance or termination pay to, or enter into or amend any Contract with, any Business Employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock or other equity option, restricted stock or other restricted security, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former Business Employee; (iii) change any accounting policies, procedures or practices (including procedures or practices with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable), or any financial reporting, unless required by GAAP; (iv) create, incur or assume any Lien on any of the Acquired Assets; (v) sell, transfer, lease, license, sublicense, mortgage, pledge, dispose of, encumber, grant or otherwise dispose of any Seller Intellectual Property, or amend or modify any existing agreements with respect to any Seller Intellectual Property; (vi) through negotiations incur any Indebtedness or otherwiseissue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any commitment affecting loans, advances or enter into any financial commitments; make or authorize any capital expenditures which are, in the Market aggregate, in excess of $10,000; or incur acquire any liability affecting asset or property, other than (i) acquisitions of any assets in the Market ordinary course of business consistent with past practice that are not, in the aggregate, in excess of $10,000 or (ii) purchases of Inventory for resale (whether for cash or pursuant to labor organizations without an exchange) in the prior written approval ordinary course of Buyerbusiness and consistent with past practice; (vii) prepay any Indebtedness or otherwise make any material alteration payments with respect to any Indebtedness prior to the normal time and customary pricing to the extent such payment is required pursuant to the terms of such Indebtedness as in existence on the Effective Date; (viii) enter into any Contract, other than Contracts involving payments of less than $5,000 which are entered into in the Market ordinary course of business; modify, amend or transfer or terminate any Assigned Contract or waive, release or assign any material rights or claims thereto or thereunder or enter into or extend any real property lease; (ix) make, revoke or change any Tax election, change any method of Tax accounting, settle or compromise any domestic or foreign income Tax Liability, amend or file any amended Tax Return, agree to an extension of a statute of limitations or enter into any closing or other agreement or ruling relating to any Tax; settle any audit; or take any other action with regard to any dispute or discussion with a Governmental Authority relating to a material Tax Liability or potential Liability; (x) pay, discharge, satisfy, settle or commence any Action or waive, assign or release any material rights or claims relating to any of the Acquired Assets or the Business; (xi) fail to maintain in full force and effect all insurance and self-insurance, as the case may be, currently in effect with respect to the Acquired Assets or the Business; (xii) amend or otherwise change any Organizational Document of the Seller or alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership; (xiii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiv) issue, sell or otherwise dispose of any of the capital stock or other equity interests of the Seller; (xv) form any Subsidiary or make any acquisition or effect any disposition of any Person or any division, business or business unit of any Person or any equity security of or equity interest in any Person; (xvi) revalue any of the Acquired Assets, including writing off notes or accounts receivable or revaluing Inventory, except as required by GAAP; (xvii) take any action or fail to take any action that would result in any of the representations and warranties set forth in ARTICLE III becoming false or inaccurate, that would, individually or in the aggregate, have a Business Material Adverse Effect, or that would materially impair the ability of the Seller to consummate the transactions contemplated hereby in accordance with the terms and conditions of sale extended to Seller's customershereof or materially delay such consummation; or (xviii) authorize or commit to do any of the foregoing, or agree or enter into any Contract to do any of the foregoing.

Conduct of Business Pending Closing. Seller represents, warrants and agrees that During the period from the date of this Agreement until through the earlier of the Closing as to or the Markets and Assets: 5.1 The business termination of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, this Agreement in accordance with its past practicesARTICLE 6: (a) except as set forth on Section 4.1(a) of the Disclosure Schedule, preserve for actions expressly contemplated, permitted or required by this Agreement as required by applicable Law or as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned; provided that the relationship with suppliersconsent of Buyer shall be deemed to have been given if Buyer does not object within five Business Days from the date on which a request for such consent is provided to Buyer), customers Sellers shall, and others having business relations with SellerSellers shall cause the Acquired Companies to, including those employees of Seller which Buyer intends use commercially reasonable efforts to hire after Closing. 5.2 Except conduct the Business in the ordinary course Ordinary Course of Business; (b) Without limiting the generality of Section 4.1(a), from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement, except as set forth on Section 4.1(b) of the Disclosure Schedule, the Sellers shall not in connection with their operation of the Business, and shall cause PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 40 each Acquired Company not to, except as consented to in writing by Buyer (which consent may not unreasonably be withheld, conditioned or delayed): (i) implement or adopt any material change in the accounting principles, practices or methods of any Acquired Company, other than as may be required by Law or applicable accounting requirements; (ii) (A) terminate, enter into, establish, adopt, or materially amend any Benefit Plan, or materially increase the compensation or benefits of any Acquired Company employee, other than, in any such case, (1) as would not result in liability to any Acquired Company following the Closing, (2) to the extent paid in cash prior to Closing or to the extent included in Closing Transaction Expenses, (3) in the Ordinary Course of Business of the applicable Acquired Company, provided such increases do not exceed, in the aggregate [***]% of the aggregate cost of all annual employee compensation of the Acquired Companies, (4) in the case of new hires or promotions, subject to clause (C) of this paragraph (ii), or (5) as required by Law or by any Benefit Plan in effect as of the date of Agreement; (B) terminate the employment or services of any officer or employee of an Acquired Company whose annual base compensation is greater than $[***], other than for cause; or (C) hire any officer, employee or independent contractor or consultant (who is a natural person or a single-member entity) whose annual compensation from the Acquired Companies exceeds $[***], other than to fill a new or existing vacancy in the Ordinary Course of Business; (iii) compromise or settle any Proceeding (x) resulting in an obligation of any Acquired Company to pay more than $[***] in respect of compromising or settling such Proceeding or (y) resulting in any non-cash obligation on any Acquired Company that would remain in effect following the Closing; (iv) (A) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business, Seller will not enter into assets or division thereof, (B) acquire, lease or license any contractright or other asset from any other Person for an aggregate value in excess of $[***], agreement(C) sell or otherwise dispose of, commitment lease or understanding requested with respect to employing the omitted portions license (or grant any agentsother right with respect to), wholesalers, dealers, brokers any material right or consultants asset to any other Person (other than sales of inventory in the development and sale Ordinary Course of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market Business), or Assets in the Market, Seller will not: (iD) mortgage, pledge encumber or subject to any lienright or asset to any Encumbrance other than a Permitted Encumbrance or any Encumbrance that will be released prior to the Closing; (v) amend its Organizational Documents; (i) with respect to any Acquired Company, charge (A) enter into any written Contract with respect to any Indebtedness with a third party in excess of $[***], (B) make any loans or encumbrance any of its Assets advances (other than employee loans or advances in the Market; Ordinary Course of Business) or capital contributions to, or investments in, any Person or (C) enter into any “keep well” or other Contract to maintain any financial statement condition of another Person; (ii) sell (A) other than in connection with or transfer in furtherance of the Reorganization, declare set aside or pay any of its Assets in the Market, except in the ordinary course of businessnon-cash dividend on, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or

Conduct of Business Pending Closing. Seller representsExcept as Buyer may otherwise consent in writing, warrants and agrees that from the date of this Agreement until prior to the Closing as Seller will cause the Company to, and Company shall operate the Business in the usual, regular, and ordinary manner, and, to the Markets extent consistent with such operation, use its commercially reasonable efforts to (i) preserve its present business organization intact; (ii) keep available the services of its present officers and Assets: 5.1 The employees; (iii) preserve its present business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with supplierscustomers, customers suppliers and others having business relations dealings with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except it and (iv) repair and maintain the Facility in the ordinary course of businessits business consistent with past practices. Without limiting the generality of the foregoing, Seller will not except as Buyer may otherwise consent in writing, prior to the Closing, Company shall not: (a) enter into any contractmaterial contracts or materially modify or cancel any material existing Contracts, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants except in the development and sale ordinary course of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer. 5.3 As to the Market or Assets in the Market, Seller will not: business consistent with past practices; (ib) mortgage, pledge or subject become indebted to any lien, charge person other than Seller or encumbrance its affiliates or become obligated to guaranty any indebtedness of its Assets any person; (c) make any material change in the Market; (ii) sell any management or transfer any of its Assets in the Marketsupervisory personnel, except in the ordinary course of business; (d) enter into any contract of employment with, or increase the compensation paid or payable to, or enter into any new arrangements with, any of the officers, employees or agents of the Business or pay or become committed to pay any of the foregoing any bonuses or other special compensation other than in the ordinary course of the Company's business; (e) alter or revise the accounting principles and procedures heretofore employed with respect to the Business, except as required by changes in U.S. generally accepted accounting principles; (f) accelerate any progress or other billings to customers; (g) modify in any material respect the frequenc▇ ▇▇ ▇▇▇ume of material purchases with respect to the Business; (h) offer any discounts (whether for early payment or otherwise) to customers with respect to or waive payment of any accounts receivable owing to the Business, without the prior written consent of Buyer; (i) make any single capital expenditure in an amount exceeding $50,000, or any permitsseries of related capital expenditures which in the aggregate exceed $100,000 that are not contemplated by the capital expenditure plans previously provided to Buyer; (j) sell, licensestransfer, approvalsassign, dispose, encumber or authorization or except grant a license with respect to, its assets other than in the ordinary course of business, cancel ; (k) incur any debts extraordinary charges or claims; (iii) knowingly enter into any transaction expenses or engage in transactions outside the ordinary course of business. ; (ivl) makepay any dividends or make any other distributions of funds or assets to Seller or its affiliates; (m) engage in transactions with Seller or its affiliates except in accordance with existing agreements and policies disclosed on Schedule 6.1; (n) issue any shares of stock or other security or grant any stock option or right to purchase shares of capital stock or issue any security or grant any stock option or right to purchase shares of capital stock or issue any security convertible into shares of capital stock of the Company; (o) incur any obligation or liability material to the Company; (p) cancel or fail to renew any existing insurance coverage (provided that 15 days before renewing any insurance coverage, accrue or become liable in any way for any bonus (other than those which Seller shall pay in fullprovide Buyer written notice of such renewal); (q) amend or otherwise modify the Certificate of Incorporation or Bylaws of the Company; (r) merge or consolidate the Company with any other corporation or acquire all or substantially all of the stock or business of another person, profit-sharing, pension, incentive compensation corporation or other similar payments entity; or (s) enter into an agreement to do any employee in of the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orforegoing.

Conduct of Business Pending Closing. Seller represents, warrants (a) The Company covenants and agrees that from that, between the date hereof and the Closing, unless required by applicable Laws, except at Parent’s request or with Parent’s prior written consent (not to be unreasonably withheld or delayed), and except as set forth in Section 4.1(a) of this Agreement until the Closing as to Company Disclosure Schedule hereto, (i) the Markets and Assets: 5.1 The business of Seller will Business shall be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of businessbusiness and in a manner consistent with past practice and (ii) the Company shall use its commercially reasonable efforts to preserve intact the business organization and assets of the Company, Seller will not enter into to keep available the services of the employees, consultants and independent contractors of the Company, to maintain in effect its material Contracts (subject to the ordinary expiration of any contractContract pursuant to its terms) and to preserve the present relationships of the Business with suppliers, agreementcustomers, commitment or understanding licensees and other Persons with respect which the Company has relations in connection with the Business and which are material to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of BuyerBusiness. 5.3 As to (b) In addition to, and without limiting the Market foregoing, the Company agrees that it shall not, directly or Assets in the Market, Seller will notindirectly: (i) mortgagesell, pledge assign, license or subject to sublicense or otherwise dispose of any lienasset or property of the Company or the Business, charge or encumbrance any except the sale of its Assets inventory in the Marketordinary course of business consistent with past practice and the sale of assets in connection with the Dispositions; (ii) sell permit the imposition or transfer creation of any Lien on any of its Assets in the Marketassets or properties of the Company or the Business other than Permitted Liens, except as set forth in Section 4.1(b) of the Company Disclosure Schedule; (iii) enter into or terminate, modify, amend or breach or default on any material Contract to which the Company was or is a party or which relates to the Business, except for new Contracts, terminations, modifications or amendments (A) made in the ordinary course of businessbusiness consistent with past practice, and (B) which do not fall within any of the categories set forth in clauses (i)-(iii), (v)-(viii) or (x)-(xiii) of Section 2.15(a); (iv) except as necessary to comply with any permitsapplicable law, licensesincrease or provide additional salary, approvalscompensation or benefits for any Service Provider other than ordinary course salary increases in amounts and at times consistent with past practice; (v) (A) pay any compensation, bonus or authorization distribution to any Service Provider other than annual base salaries or except wages in the ordinary course of businessbusiness consistent with past practice and with the Company’s compensation plans and programs in existence at September 30, cancel 2006, (B) increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided, or make other payment of any debts amounts not due to any employee except as set forth in Section 4.1(b) of the Company Disclosure Schedule or claims(C) enter into any new or amend any existing employment or consulting agreement with any employee or consultant or Service Provider except where Merger Sub has requested or approved in writing the termination or change of such relationship; (iiivi) knowingly enter into hire any transaction outside the ordinary course of business. (iv) makeemployee or retain any consultant without obtaining Merger Sub’s prior agreement or terminate any employee or consulting relationship without giving notice to Merger Sub, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation hiring or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except terminations in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyerbusiness consistent with past practice; (vii) change any method of Tax accounting, make, change or revoke any material Tax election, amend any material Tax Return, or settle or compromise any material liability for Taxes, in each case, relating to or affecting the Company or the Business; (viii) cancel or forgive any material debts due to or claims of the Company or waive any rights of material value to the Company; (ix) incur, assume or guarantee any Indebtedness of the Company; (x) incur or commit to make any material alteration to the normal and customary pricing capital expenditures or other obligations or liabilities in connection therewith, other than in the Market ordinary course of business consistent with past practice; (xi) take any action or terms fail to take any action intended or expected to materially impede or delay the ability of the parties to obtain any necessary consents or approvals required for the transactions contemplated hereby or to perform the Company’s covenants and conditions of sale extended to Seller's customersagreements under this Agreement; or (xii) enter into any agreement or understanding or commit to or authorize any of the actions specified in this Section 4.1(b).

Conduct of Business Pending Closing. Seller represents, warrants (a) The Company covenants and agrees that from that, between the date hereof and the Closing, unless required by applicable Laws, except at Parent’s request or with Parent’s prior consent (not to be unreasonably withheld or delayed), and except as set forth in Section 4.1(a) of this Agreement until the Closing as to Company Disclosure Schedule hereto, (i) the Markets and Assets: 5.1 The Company’s business of Seller will shall be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except in the ordinary course of business and in a manner consistent with past practice and (ii) the Company shall use its commercially reasonable efforts to preserve intact the business, Seller will not enter into organization and assets of the Company, to keep available the services of the Employees, consultants and independent contractors of the Company, to maintain in effect its Material Contracts (subject to the ordinary expiration of any contractContract pursuant to its terms) and to preserve its present relationships with suppliers, agreementcustomers, commitment or understanding licensees and other Persons with respect to employing any agents, wholesalers, dealers, brokers or consultants in which the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of BuyerCompany has relations. 5.3 As to (b) In addition to, and without limiting the Market foregoing, the Company agrees that it shall not, directly or Assets in the Market, Seller will notindirectly: (i) mortgageissue or sell any stock or other securities of the Company or any options, pledge warrants or subject rights to acquire any liensuch stock or other securities (except pursuant to the conversion or exercise of Preferred Stock, charge Options or encumbrance Warrants outstanding on the date hereof), or amend any of its Assets the terms of (including the vesting of) any Options, Warrants or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former Employees, directors or consultants in accordance with agreements providing for the Marketrepurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company); (ii) sell split, combine or transfer reclassify any shares of its Assets capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) amend its charter, by laws or other organizational documents; (iv) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Lease, Intellectual Property License or Material Contract; (v) acquire, sell, assign, license or sublicense or otherwise dispose of any asset or property of the MarketCompany or its business, except in the ordinary course of business consistent with past practice; (vi) permit the imposition or creation of any Lien on any of the assets or properties of the Company or its business other than Permitted Liens, except as set forth in Section 4.1(b) of the Company Disclosure Schedule; (vii) enter into or terminate, modify, amend or breach or default on any material Contract to which the Company was or is a party or which relates to its business, except for new Contracts, terminations, modifications or any permits, licenses, approvals, or authorization or except amendments (A) made in the ordinary course of businessbusiness consistent with past practice, cancel and (B) which do not fall within any debts or claimsof the categories set forth in Section 2.15(a); (iiiviii) knowingly enter into except as necessary to comply with any transaction outside applicable law, make any change in the salary, compensation or benefits of any Employee other than ordinary course salary increases in amounts and at times consistent with past practice; (ix) (A) pay any compensation, bonus or distribution to any Employee other than annual base salaries in the ordinary course of business.business consistent with past practice, (B) increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided, or make other payment of any amounts not due to any Employee except as set forth in Section 4.1(b)(ix) of the Company Disclosure Schedule or (C) enter into any new or amend any existing Benefit Arrangement or employment or consulting agreement with or for the benefit of any Employee or consultant except where Merger Sub has requested or approved the termination or change of such relationship; (ivx) hire any Employee without obtaining Merger Sub’s prior agreement or terminate any Employee without giving notice to Merger Sub, other than hiring or terminations of persons other than officers in the ordinary course of business consistent with past practice; (xi) change any method of accounting, or make, accrue change or become liable revoke any Tax election, amend any Tax Return, or settle or compromise any material liability for Taxes, in each case, relating to or affecting the Company or its business; (xii) cancel or forgive any way for material debts due to or claims of the Company or waive any bonus rights of material value to the Company; (xiii) incur, assume or guarantee any Indebtedness of the Company; (xiv) incur or commit to make any capital expenditures or other obligations or liabilities in connection therewith, other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent ordinary course of business consistent with prior practices past practice; (xv) take any action or other than as shown on a Schedule fail to take any action intended or Exhibit expected to materially impede or delay the ability of the parties to obtain any necessary consents or approvals required for the transactions contemplated hereby or to perform the Company’s covenants and agreements under this Agreement; (vxvi) make enter into any agreement or permit understanding or commit to or authorize any amendment or early termination of any contract, except the actions specified in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orthis Section 4.1(b).

Conduct of Business Pending Closing. The Seller representscovenants that, warrants and agrees that from pending the date of this Agreement until the Closing as to the Markets and Assetsclosing: 5.1 (a) The Company's business of Seller will be conducted only in the usual ordinary course and ordinary coursein the manner heretofore operated by it. (b) No change will be made in the Company's Certificates of Incorporation or By-Laws, except as may be first approved in writing by the Purchasers. (c) No change will be made in the Company's authorized or issued corporate shares, (d) No dividend or other distribution or payment will be declared or made in respect of the Company's corporate shares. (e) No increase will be made in the compensation payable or to become payable by the Company to any officer, employee or agent, nor will any bonus payment or arrangement or other benefits be paid by the Company to or with any officer, employee or agent. (f) Except as otherwise requested by the Purchaser, the character Seller will cause the Company to use its best efforts (without making any commitment on the Purchasers' behalf) to preserve the Company's business organization intact; to keep available to the Company the services of the business will not change, no different business will be undertaken within the Market, its present officers and Seller will, in accordance with its past practices, employees; and to preserve for Buyer the relationship with Company the goodwill of its suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closingthe Company. 5.2 Except in the ordinary course of business, Seller (g) All debts will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyerbe paid as they become due. 5.3 As to (h) Seller shall refrain from making any purchase, sale or lease or introducing any method of management or operation in respect of the Market or Assets business except in the Market, Seller will not:a manner consistent with its prior practice. (i) mortgage, pledge Seller shall refrain from entering into any contract which would materially and adversely affect the financial condition of the Company and from making any change adverse to it in the terms of any contract to which they are presently a party or subject to any lien, charge by which they or encumbrance any of its Assets their assets is bound, and comply with the terms and conditions of each such contract and perform all of their obligations thereunder without default or the occurrence of an event which, upon notice or passage of time or both, would result in the Market;a default. (iij) sell or transfer any of its Assets Seller shall maintain the books and records in the Marketaccordance with good business practice, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims;on a basis consistent with prior practice. (iiik) knowingly enter into The Company will not consolidate or merge with any transaction outside the ordinary course of other business. (iv1) makeThe Company will keep all of its inventory and other property fully insured against any loss, accrue either by fire, or become liable casualty or theft. If prior to the closing date such property is totally or substantially damaged by reason of fire or other casualty or is lost by reason of theft, the Purchasers may, in any way for any bonus the exercise of their sole discretion, terminate this Agreement. (other than those which m) Seller shall maintain and pay all premiums with respect to all policies of insurance relating to its business as are presently held in full)its name, profit-sharingor replace such policies of insurance with comparable policies issued by reputable, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;national insurers. (vn) make Seller shall comply with all statutes, ordinances, regulations, orders, judgments and decrees of every Court and governmental agency applicable to the company and to the conduct of the business and perform all its obligations with respect thereto without default or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval occurrence of Buyer; (vii) make any material alteration to the normal and customary pricing an event which, upon notice or passage of time or both, would result in the Market or terms and conditions of sale extended to Seller's customers; ora default.

Conduct of Business Pending Closing. Without in any way limiting ----------------------------------- any other obligation of Seller representsGroup hereunder, warrants and Seller agrees that from between the date hereof and the Closing Date (the "Interim Period"), Seller shall, or shall cause any Selling Group Member, in connection with the Business: (a) not take any action or omit to take any action which would cause any of the representations and warranties of Seller contained in this Agreement until or in any Exhibit or Schedule to become untrue; (b) conduct the Closing as to the Markets Business in a good and Assets: 5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing. 5.2 Except diligent manner in the ordinary and usual course of business, Seller will its business consistent with past practice; (c) not enter into any contract, agreement, commitment or understanding other arrangement with respect to employing any agentsparty, wholesalers, dealers, brokers or consultants other than contracts in the development ordinary course of business, and sale not amend, modify or terminate any Corporation Agreement, other than in the ordinary course of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyerbusiness. 5.3 As (d) use its best efforts to preserve its business organization intact and to preserve its relationships with customers, suppliers and others with whom it deals; (e) not reveal to any party, other than Purchaser or its authorized representatives ("Agents"), or Seller Group's authorized representatives, any of the business procedures and practices followed by it in the conduct of the Business; (f) keep the Real Property and Buildings occupied by it and all of its equipment and tangible Personal Property in good operating repair, reasonable wear and tear excepted, and perform all necessary repairs and maintenance; (g) not hire any additional employees in respect of the Business and not authorize or implement any change in the terms of employment for any Employee including any increase in compensation payable or the benefits for any Employee, other than in the ordinary course of business or as required under the Collective Agreement; (h) promptly advise Purchaser of any material changes in the financial condition, business, affairs or prospects of the Business or the Purchased Assets, including, without limitation, any material change in the terms of any Management Agreement or receipt by Seller of any notice of termination or notice of material amendment from any other party to the Market or Assets in the Market, Seller will not:Management Agreements; (i) mortgagecomply with all provisions of any Corporation Agreement applicable to it as well as with all applicable laws, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market;rules and regulations; and (iij) sell or transfer not dispose of any of its Purchased Assets in the Market, except in the ordinary course of business, or terminate any permitsLease, licensesPersonal Property Lease or Management Agreement, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims; (iii) knowingly enter into any transaction outside the ordinary course of business. (iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement; (v) make or permit any amendment or early termination of any contract, except in the ordinary course of business; (vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the Purchaser's prior written approval of Buyer; (vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; orconsent.