Common use of Conduct of Business Pending Closing Clause in Contracts

Conduct of Business Pending Closing. Between the date of this Agreement and the Closing Date, AIRNET will: (a) carry on its business in the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNET; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between Except as set forth on Schedule 6.2, between the date of this Agreement and the Closing Consummation Date, AIRNET the Company will: (ai) carry on its business respective businesses in the ordinary course substantially as conducted heretofore course, consistent with past practice, and not introduce any material new method of management, or changes in operation or accounting; (bii) use all commercially reasonable efforts to maintain its properties respective properties, equipment and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform in all material respects of its obligations under agreements relating to or affecting its assets, properties properties, equipment or rights, the nonperformance of which could have a Material Adverse Effect on the Company; (div) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) use reasonable efforts to maintain and preserve its business organization intact and use its best efforts to intact, retain its present respective key employees and maintain its respective material relationships with suppliers, customers and others having business relations with AIRNETthe Company; (fvi) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andgovernmental authorities, the noncompliance with which could have a Material Adverse Effect on the Company; (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, instruments without the knowledge and written consent of RV Centers (which consent shall not be unreasonably withheld) provided that debt and/or or lease instruments may be replaced without the consent of RV Centers if such the replacement instruments are on terms at least as favorable to AIRNET the Company as the instruments being replaced.; (hviii) exercise its best efforts maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; notwithstanding the foregoing, the Company will not pay or agree to ensure AIRNET's continued inclusion inpay salary, and bonus, sales commissions, fees or any other form of compensation, directly or indirectly, to the continued eligibility Stockholders or any members of their family in excess of the AIRNET Common Stock aggregate monthly compensation provided for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.in Annex I hereto; and (iix) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice pay all of its issuanceobligations, all the shares including but not limited to taxes, loans and manufacturers' invoices, as they become due and payable and not prepay any of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Dateits obligations.

Conduct of Business Pending Closing. Between Seller covenants that from the date hereof to the Closing Date, except (a) as provided herein, (b) as required by any obligation, agreement, lease, contract, or instrument referred to on any Exhibit hereto, or (c) as otherwise consented to in writing by Buyer, Seller will: 5.1.1 Not (a) deal with, incur obligations with respect to, or undertake any transactions relating to, the Properties other than transactions (i) in Seller’s normal, usual and customary manner, (ii) of a nature and in an amount consistent with prior practice, and (iii) in the ordinary and regular course of business of owning and operating the Properties; (b) enter into any contract, agreement or commitment that, if in effect on the date of this Agreement would have been required to be disclosed on Exhibit 3.5, other than contracts, agreements and the Closing Date, AIRNET will: (a) carry on its business commitments entered into in the ordinary course substantially as conducted heretofore of business, customary in the oil and not introduce any new method of management, operation or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; gas industry; (c) perform acquire, dispose of, encumber or relinquish any of the Properties (other than (x) relinquishments resulting from the expiration of leases that Seller has no right or option to renew, (y) Substances sold in all material respects its obligations under agreements relating to the ordinary course and (z) materials, supplies, machinery, equipment, improvements, or affecting its assetsother personal property or fixtures, properties which have been sold or rights; otherwise disposed of and replaced with an item of substantially equal suitability and which, for purposes of this Agreement, have become part of the Properties); or (d) keep in full force waive, compromise or settle any right or claim that would materially and effect present insurance policies adversely affect the ownership of any of the Properties after the Effective Time. 5.1.2 Make or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best efforts give all notifications, filings, consents or approvals, from, to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNET; (f) maintain compliance or with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments governmental authorities as may be replaced if such replacement instruments are on terms at least as favorable required to AIRNET be made or given prior to Closing for Seller to convey and for Buyer to own the Properties following the consummation of the transaction contemplated in this Agreement. 5.1.3 Maintain in effect insurance providing substantially the same type of coverage, in substantially the same amounts with substantially the same deductibles as the instruments being replaced. (h) exercise insurance maintained in effect by Seller or its best efforts Affiliates with respect to ensure AIRNET's continued inclusion in, and the continued eligibility Properties as of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Datedate of this Agreement. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between From the date of this Agreement and until the Closing Date, AIRNET willexcept as otherwise agreed to by Buyer, Seller shall: (a) carry on its business Maintain the Facility and all other Assets in the ordinary course substantially as conducted heretofore existence in good standing and not introduce any new method of management, operation or accountingin compliance with all applicable Laws; (b) maintain its properties Maintain the general character of the Facility and facilitiesthe Business and conduct the Business in an ordinary and usual manner consistent with Seller’s past practices; (c) Maintain any building constituting an Improvement on the Property in the same physical condition as it was at the date of Buyer’s inspection, including those held under leasesreasonable wear and tear excepted, and to perform all normal maintenance from and after the Effective Date in the same fashion as prior to the Effective Date; (d) Maintain all licenses and permits necessary for the ownership and operation of the Facility and Business in full force and effect, and will timely file all reports, statements, renewal applications and other filings, and will timely pay all fees and charges in connection therewith that are required to keep such permits in full force and effect; (e) Maintain the Facility and all other Assets in good working order repair and condition as at present, consistent with Seller’s past practices (ordinary wear and tear excepted); (cf) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep Maintain in full force and effect present substantially the same professional and public liability and casualty insurance policies or coverage and other comparable insurance coverageInsurance Policies now in effect with respect to the Property and the Business; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNET; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt Make all necessary repairs to, and lease instruments in accordance with their respective terms replacement of, the Assets as are reasonably necessary for the continued operation of the Business and not enter into new or amended debt or lease instrumentsthe Facility, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced.presently operated; (h) exercise its best efforts Comply with all Environmental Laws and other Laws applicable to ensure AIRNET's continued inclusion inthe Property; (i) Continue to operate the Business in a manner substantially similar to the manner in which the Business is operated as of the effective date of this Agreement; (j) Continue to perform all Obligations under all Service Contracts, Residency Agreements, Required Permits and Licenses, Warranties, approvals and laws, regulations and orders applicable to the Property; (k) Maintain adequate food and medical supplies and other consumable inventories of every kind at the Facility required by any applicable Governmental Authority and federal Laws, standards rules and regulations and currently maintained by Seller; (l) Maintain in full force and effect all Licenses; (m) Provide for and/or cure deficiencies and all violations which may be cited by the State of Louisiana or any other Governmental Authority having jurisdiction / licensure authority over the Facility and/or Business; (n) If requested by Buyer, file with the applicable department of revenue and any department of labor in the jurisdiction where the Facility is located any available application for a sales and use tax clearance certificate within sixty (60) days of Closing or such shorter period required by law and shall deliver each certificate to Buyer if and when such certificates are issued and received by Seller and Seller shall remain liable for any taxes assessed in connection therewith, which relate to the period prior to Closing or the transaction contemplated hereunder, whether assessed before or after Closing; (o) Provide Buyer with copies of (a) any default letters sent to or received from Residents, and (b) any copies of correspondence received from a Resident that it is discontinuing operations at the continued eligibility Property or seeking to re-negotiate its lease, and (c) notices of bankruptcy filings received with respect to any Resident or Tenant; (p) Terminate the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after Terminated Contracts as of the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between The Company agrees that on ----------------------------------- and after the date of this Agreement hereof and prior to the Recap Closing Date, AIRNET willexcept as otherwise consented to by TNF in writing (which consent shall not be unreasonably withheld), except as set forth in Section 8.1 of the Company ----------- Disclosure Letter , or except as otherwise contemplated by this Agreement: (a) carry on 8.1.1. The Company shall conduct its business in the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accountingin all material respects; 8.1.2. The Company shall (bi) discharge accounts payable and other current liabilities and obligations of the Company in accordance with past practice, (ii) purchase and maintain inventory in an amount consistent with normal seasonal requirements of the Company, and (iii) discharge on a timely basis any and all liabilities as and to the extent such liabilities or any portion thereof become due prior to the Recap 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 Recap Closing other than pursuant to its properties existing revolving credit facility in the ordinary course of business; 8.1.3. The Company shall use commercially reasonable efforts to preserve the business organization of the Company intact, to preserve its existing relationship with suppliers, customers, employees and facilitiesothers with whom business relationships exist as of the date hereof; 8.1.4. The Company shall not borrow any money, incur any Indebtedness or guarantee any Indebtedness or obligation of any Person, other than accounts payable arising in the ordinary course of business, consistent with past practice, and other than pursuant to its existing revolving credit facility in the ordinary course of business; 8.1.5. The Company shall not issue, sell or dispose of any capital stock or other equity interest in the Company, except upon the valid exercise of Options in accordance with the terms thereof, or issue or grant any 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 change in the issued and outstanding capitalization of the Company; 8.1.6. 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 those held 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; 8.1.7. Except as set forth in Section 8.1.7 of the Company ------------- Disclosure Letter, the Company shall not declare or pay any dividend or make any other distribution, or transfer any assets, to any stockholders of the Company in their capacity as such, or redeem, repurchase or otherwise reacquire any of its capital stock, except in the ordinary course of business; 8.1.8. Except for transactions with Company vendors and suppliers in the ordinary course of business consistent generally with past practice, the Company shall not enter into any contracts or agreements (written or oral) that provide for aggregate payments by any party in excess of $100,000 per contract 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 rights under leasesany such contract; 8.1.9. The Company shall not purchase all or any substantial part of the properties or assets of, or otherwise acquire, merge or consolidate with, any Person, (or division thereof); 8.1.10. The Company shall not sell, lease, transfer, assign or otherwise dispose of any material properties or assets, except for (i) sales of inventory in the ordinary course of business consistent with past practice, and (ii) sales in connection with any transaction to which the Company is contractually obligated prior to the date hereof described in Section 8.1.10 of -------------- the Company Disclosure Letter, and except as otherwise provided by this Agreement; 8.1.11. Except as set forth in Section 8.1.11 of the Company -------------- Disclosure Letter, the Company shall not sell, lease, transfer, assign or otherwise dispose of any 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 good working order and condition as at present, ordinary wear and tear exceptedotherwise provided in this Agreement; (c) perform 8.1.12. Except as set forth in Section 8.1.12 of the Company -------------- Disclosure Letter, the Company shall not purchase, lease or otherwise acquire any material properties or assets except for purchases of inventory in the ordinary course of business; 8.1.13. Except as may be required by law or under any existing agreements set forth in Section 8.1.13 of the Company Disclosure Letter, the -------------- Company -40- 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; 8.1.14. Except as set forth in Section 8.1.14 of the Company -------------- Disclosure Letter, the Company shall not close, shut down or otherwise eliminate any of its stores and 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; 8.1.15. The Company shall maintain in all material respects its obligations existing advertising programs and policies without material modification except for any changes made in the ordinary course of business; 8.1.16. The Company shall not materially reduce the personnel headcount of the Company and shall use commercially reasonable efforts (but not requiring the expenditure of funds) to keep available the services of the present employees of the Company; 8.1.17. 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, except as may be required under agreements relating GAAP or as may be required from time to time by the SEC, the Financial Accounting Standards Board or any other Governmental Entity or accounting body with jurisdiction or authority over the financial reporting practices and policies of the Company; 8.1.18. Other than in the ordinary course, the Company shall not make any representation or proposal to, or engage in substantive discussions with, any of the holders (or their representatives) of any Indebtedness, or to or affecting its assetswith any party which has issued a letter of credit that benefits the Company, properties or rightswithout prior consultation with and approval of TNF (which shall not be unreasonably withheld); 8.1.19. The Company shall (di) keep use commercially reasonable efforts to maintain in all material respects its existing material Permits and Approvals which are necessary to the conduct or operation of the Company's business as it is conducted or operated as of the date hereof, and (ii) not violate any Law of which the Company is aware or has knowledge regarding its existence; 8.1.20. The Company shall use commercially reasonable efforts to maintain in full force and effect present all policies of insurance policies or other comparable insurance coveragenow in effect; (e) maintain and preserve its business organization intact and use its best efforts 8.1.21. The Company shall not enter into any agreement or take or commit to retain its present key employees and relationships with supplierstake any action that would, customers and others having business relations with AIRNETif taken on or before the Recap Closing, result in a breach of any of the foregoing covenants contained in this Section 8.1 or of any ----------- representation or warranty of the Company contained in this Agreement as made as of the Recap Closing; (f) maintain compliance with all permits8.1.22. The Company shall not take any action, laws, rules enter into any agreement or alter any policy that would delay or hinder the consummation of the Asset Dropdown or delay or hinder the ability of TNF to accomplish recapitalization accounting treatment of the Transactions and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authoritiesthe transactions contemplated herein; and (g) maintain present debt and lease instruments in accordance with their respective terms and 8.1.23. The Company shall not enter into new initiate, settle or amended debt resolve any material litigation, arbitration or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replacedother adjudication. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between Without limiting the generality of Section 5.1, except as permitted or contemplated by the terms of this Agreement, and except as provided in Section 5.2 of the Grey Wolf Disclosure Letter or the Basic Disclosure Letter (as the case may be) or as required by Applicable Law or Governmental Authority, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Grey Wolf nor Basic shall, and neither Grey Wolf nor Basic shall permit any of the Basic Subsidiaries or Grey Wolf Subsidiaries (as applicable) to do any of the following without the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed): (a) except to the extent required to comply with the rules and regulations of the NYSE or AMEX (as the case may be) or the amendments to the Holdings Charter and Holdings Bylaws to be consummated at the Effective Time pursuant to Section 2.3, amend or propose to amend its certificate or articles of incorporation, bylaws, certificate of formation, certificate of organization, certificate of limited partnership, limited liability company agreement, operating agreement, partnership agreement, or other governing or organizational documents; (b) adjust, split, combine, reclassify or dispose of any of its outstanding Equity Interests (other than dispositions by or among direct or indirect wholly owned Subsidiaries and cancellations of stock options or restricted stock grants forfeited in accordance with the terms of a Benefit Plan in existence on the date of this Agreement or related stock option or restricted stock grant agreements); (c) declare, set aside or pay any dividends or other distributions (whether payable in cash, property or Equity Interests) with respect to its Equity Interests (other than by or among direct or indirect wholly owned Subsidiaries); (d) (i) issue any Equity Interests, effect any stock split or otherwise change its capitalization as it existed on the date of this Agreement, except pursuant to (A) the exercise of options disclosed in this Agreement or the Grey Wolf Disclosure Letter or the Basic Disclosure Letter, (B) pursuant to the conversion of any Grey Wolf Convertible Notes in accordance with the terms thereof, (C) pursuant to the grant or exercise of awards granted after the date of this Agreement and expressly permitted under this Agreement, or (D) pursuant to the Closing DateGrey Wolf Rights Agreement in accordance with the terms thereof, AIRNET will: (aii) carry grant, confer or award any option, warrant, conversion right or other right not existing on the date of this Agreement to acquire or otherwise with respect to any shares of its business capital stock or other equity securities, or grant or issue any restricted stock or securities, except in each case for awards under the Basic Benefit Plans or the Grey Wolf Benefit Plans in existence as of the date hereof (and as required or permitted to be amended by this Agreement) to any newly-hired employees in the ordinary course substantially of business consistent with past practices but in no event greater than 77,000 shares of Basic Common Stock or 250,000 shares of Grey Wolf Common Stock; provided, however, that the vesting or exercisability of any award made after the date of this Agreement as conducted heretofore and permitted by this clause (ii) shall not introduce accelerate as a result of the pendency, approval or consummation of the transactions contemplated by this Agreement, (iii) amend or otherwise modify any option, warrant, conversion right or other right to acquire any shares of its capital stock existing on the date of this Agreement, except as expressly required or permitted by this Agreement, (iv) with respect to any of its former, present or future officers, directors or employees, increase any compensation or benefits, award or pay any bonuses, establish any bonus plan or arrangement or enter into, amend or extend (or permit the extension of) any employment or consulting agreement, except (A) in each case, in the ordinary course of business consistent with past practices or (B) as expressly required or permitted by this Agreement or as disclosed in the Basic Disclosure Letter or the Grey Wolf Disclosure Letter, (v) adopt any new method employee benefit plan or agreement (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except in each case as expressly required or permitted under this Agreement or as disclosed in the Basic Disclosure Letter or the Grey Wolf Disclosure Letter, or (vi) permit any holder of managementan option or other award pertaining to shares of Grey Wolf Common Stock or Basic Common Stock to have shares withheld upon exercise, operation vesting or accounting; (b) maintain its properties and facilities, including those held under leasespayment for tax purposes, in as good working order excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coveragestate tax withholding; (e) maintain purchase, redeem or otherwise acquire any of its outstanding Equity Interests, except (i) by or among direct or indirect wholly-owned Subsidiaries, (ii) pursuant to the terms of the Grey Wolf Convertible Notes, or (iii) Equity Interests purchased or withheld to satisfy Tax withholding obligation in connection with the vesting, lapse of forfeiture restrictions or exercise (as applicable) of stock options, restricted stocks and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNETsimilar awards by the grantees thereof; (f) maintain compliance sell, lease, license, or otherwise dispose of, or enter into a contract to sell, lease, license or otherwise dispose of, any of its assets (including capital stock of Subsidiaries) which are, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole, except for (i) sales of surplus or obsolete equipment, (ii) sales of other assets in the ordinary course of business or sales of assets pursuant to contractual rights existing as of the date of this Agreement that were entered into the ordinary course of business consistent with all permitspast practices, laws(iii) sales, rules leases or other transfers between such party and regulationsits wholly owned Subsidiaries or between those Subsidiaries, consent orders(iv) sales, dispositions or divestitures as may be required by or in conformance with Applicable Laws in order to permit or facilitate the consummation of the transactions contemplated by this Agreement in accordance with Section 5.9, or (v) arm’s-length sales or other transfers not described in clauses (i) through (iv) above for aggregate consideration not exceeding $30.0 million for each of Basic and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andGrey Wolf; (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new liquidate, wind-up, dissolve or amended debt adopt any plan to liquidate, wind-up or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced.dissolve (or suffer any liquidation or dissolution) (other than direct or indirect wholly owned Subsidiaries); (h) exercise its best efforts acquire or agree to ensure AIRNET's continued inclusion inacquire by merger, and the continued eligibility consolidation or otherwise (including by purchase of Equity Interests or all or substantially all of the AIRNET Common Stock assets) the business of any Person or a division thereof, other than acquisitions of the business, assets or Equity Interests of another Person: (i) which are paid for listing onin cash and do not exceed $50.0 million in the aggregate (including contingent cash consideration), The Nasdaq Stock Market less the aggregate unbudgeted expenditures actually made pursuant to Section 5.2(m); and (ii) under all applicable listing requirements prior the published rules of the SEC and published interpretations of the staff of the SEC would not require historical or proforma financial statements with respect to and after such acquisitions (either individually or in the Closing Date.aggregate) to be included in the Proxy Statement/Prospectus; (i) file an additional shares notification make any loans, advances or capital contributions to, or investments in, any Person (other than (i) in connection with The Nasdaq Stock Market the Financing, (ii) loans, advances or capital contributions to approve for listinga wholly owned Subsidiary or loans or advances from such a Subsidiary, subject (iii) customer loans and advances to official notice employees consistent with past practices or (iv) short-term investments of cash in the ordinary course of business in accordance with the cash management procedures of Grey Wolf, Basic or their respective Subsidiaries (as the case may be)); (j) terminate or amend any Grey Wolf Material Contract or Basic Material Contract (as the case may be) or waive or assign any of its issuancerights under any Grey Wolf Material Contract or Basic Material Contract (as the case may be), all in each case in a manner that would be materially adverse to Grey Wolf or Basic (as the shares case may be), or enter into any Grey Wolf Material Contract or Basic Material Contract (as the case may be) other than customer Contracts entered into in the ordinary course of AIRNET Common Stock issuable upon business; (k) except in connection with the conversion Financing, (i) incur any Indebtedness (including Indebtedness in connection with acquisitions permitted by Section 5.2(h)) in excess of $7.5 million, in the aggregate, or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any of its debt securities or any of its Subsidiaries or guarantee any debt securities of others, other than (A) borrowings from that party’s or its Subsidiary’s revolving credit facility in the ordinary course of business in amount not in excess of $5.0 million, (B) borrowings the proceeds of which are used to repay or repurchase other indebtedness of that party or its Subsidiaries, (C) borrowings in respect of intercompany debt, or (D) Indebtedness incurred or to be incurred under the Holdings Credit Facilities, or (ii) enter into any material lease (whether such lease is an operating or capital lease) or create any material Liens (other than Permitted Liens) on its property including any Equity Interests in its Subsidiaries except (A) in the ordinary course of business or with or between its Subsidiaries, (B) Liens granted pursuant the Holdings Credit Facilities, and (C) Liens to secure the Basic Senior Notes equally and ratably with indebtedness incurred or to be incurred under the Holdings Credit Facilities in accordance with the Basic Senior Notes Indenture; provided, however, that for purposes of this Section 5.2(k), neither the incurrence of Indebtedness to finance, directly or indirectly, acquisitions of the Series B Preferred Stockbusiness, assets or Equity Interests of another Person nor the incurrence of Indebtedness for capital expenditures shall be considered to be “in the ordinary course of business”; (l) make or rescind any material election relating to Taxes, including any election for any and all joint ventures, partnerships, limited liability companies or other investments; settle or compromise any material Claim, action, litigation, proceeding, arbitration or investigation relating to Taxes; or change in any material respect any of its methods of reporting any items for Tax purposes from those employed in the preparation of its Tax Returns for the most recent Taxable year for which a Tax Return has been filed; (m) make or commit to make capital expenditures that in the aggregate exceed its capital expenditure budget as disclosed in the Basic Disclosure Letter or the Grey Wolf Disclosure Letter, as applicable, by more than $50.0 million in the aggregate, less the aggregate amount actually spent pursuant to the exception set forth in Section 5.2(h); (n) enter into any new line of business material to it and its Subsidiaries taken as a whole; (o) enter into any Contract that subjects or will subject the Surviving Corporation or its Subsidiaries to any material non-compete or similar restriction on any Basic Company or Grey Wolf Company business following the Effective Time; (p) except as may be required as a result of a change in GAAP, change any of the material accounting principles, estimates, or practices used by the Grey Wolf Companies or Basic Companies; (q) compromise, settle or grant any waiver or release related to any litigation or proceeding, other than settlements or compromises of such litigation or proceedings where the full amount to be paid is covered by insurance or where the amount to be paid does not exceed $3.0 million individually or $7.5 million in the aggregate; (r) engage in any transaction (other than pursuant to agreements in effect as of the date of this Agreement and that are disclosed in Grey Wolf Disclosure Letter or Basic Disclosure Letter (as the case may be) and transactions between or among Grey Wolf or Basic and their respective Subsidiaries in the ordinary course of business consistent with past practices) or enter into any agreement with any Affiliate (provided that for the purpose of this clause (r) only, the purchase term “Affiliate” shall not include any employee of shares by SCPGrey Wolf, Basic or their respective Subsidiaries (as the case may be) other than directors and executive officers thereof and any employees who share the conversion same household as any such directors and executive officers); (s) willfully or intentionally breach any representation or warranty set forth in this Agreement or take any action that is reasonably likely to materially delay or impair the ability of the Notes and Warrants issued in connection herewithParties hereto to consummate the transactions contemplated by this Agreement; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants or (t) enter into any Contract or obligation to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Datetake any actions prohibited above.

Conduct of Business Pending Closing. Between Except as may be required to obtain the regulatory approvals referred to in Section 8.1 hereof, between the Signature Date and the Closing Date, and except as may otherwise be required by a regulatory authority, Seller shall not, without the prior consent of Buyer, which consent shall not be unreasonably withheld: (a) Cause the Branch to engage or participate in any transaction that would materially and adversely affect the Deposits, Account Loans, Assets or Safe Deposit Boxes, except in the ordinary course of business; (b) Cause the Branch to transfer to Seller's other branches any Deposits to be transferred to Buyer as contemplated herein, except upon the unsolicited request of a depositor in the ordinary course of business; (c) Undertake any actions which are inconsistent with a program to use reasonable efforts to maintain good relations with Employees employed at the Branch, unless such actions are required or permitted by this Agreement; provided, however that the foregoing shall not be deemed to prohibit any human resource practices, including without limitation termination and discipline of Employees, in effect at the Branch on the Signature Date; (d) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Branch other than in accordance with Seller's customary policies and/or bank-wide changes, or pay or agree to pay any bonus not committed or contemplated prior to the date of this Agreement and the Closing Dateto any such Employees other than regular bonuses granted based on historical practice or, AIRNET will: (a) carry on its business as provided for in the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coveragethis Agreement; (e) maintain Enter into any commitment, agreement, understanding or other arrangement to dispose of the Assets and preserve its business organization intact and use its best efforts Liabilities to retain its present key employees and relationships with suppliersbe transferred to Buyer as contemplated herein, customers and others having business relations with AIRNETother than pursuant to the terms of this Agreement; (f) maintain compliance with all permitsInvest in any Fixed Assets of the Branch, lawsexcept for commitments made on or before the Signature Date and disclosed to Buyer in writing and for replacements of furniture, rules furnishings and regulations, consent orders, equipment and all other orders normal maintenance and refurbishing purchased or made in the ordinary course of applicable courts, regulatory agencies and similar Governmental Authorities; andbusiness; (g) maintain present debt and lease instruments in accordance with their respective Offer rates or terms and not enter into new on accounts at the Branch below or amended debt more restrictive than, or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are above the average rate offered by it on terms the same type of account at least as favorable to AIRNET as the instruments being replaced.its other offices; (h) exercise its best efforts Cause or permit the Branch to ensure AIRNETtransfer to Seller's continued inclusion in, and the continued eligibility other operations or branches any Account Loans or Fixed Assets of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.Branch; (i) file an additional shares notification Transfer, assign, permit any Encumbrance to exist with The Nasdaq Stock Market respect to approve for listingor otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, cause or permit any Encumbrance to exist with respect to or otherwise dispose of, any of the Assets of the Branch except in the ordinary course of business and subject to official notice the other provisions of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Datethis Section 8.4.

Conduct of Business Pending Closing. Between the date of this Agreement and the Closing Date, AIRNET will:the COMPANY shall, except (x) as set forth on Schedule 7.2, (y) as requested by VPI or (z) as consented to by VPI (which consent shall not be unreasonably withheld): (ai) carry on its business in substantially the ordinary course substantially same manner as conducted it has heretofore and not introduce any new method of management, operation or accounting; (bii) maintain its properties and facilities, including those held under leases, in at least as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform in all material respects its obligations under debt and lease instruments and other agreements relating to or affecting its assets, properties properties, equipment or rights; (div) keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) maintain and preserve its business organization intact intact, and use its best efforts to retain its present key employees and relationships and present agreements with suppliers, customers and others having business relations with AIRNETthe COMPANY; (fvi) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andgovernmental authorities, except for inadvertent, immaterial noncompliance with any such permit, law, rule, regulation or order (provided that any such noncompliance shall be deemed a breach of this Section 7.2 for purposes of Section 11 hereof); (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as other than in the instruments being replaced.ordinary course of business; (hviii) exercise its best efforts maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for regularly scheduled raises to ensure AIRNET's continued inclusion innon-officers consistent with past practices; and (ix) freeze all benefit accrual under any defined benefit employee pension benefit plan listed on Schedule 5.20 (and amend any such plan as necessary in order to freeze benefit accrual), and take all steps necessary to begin the continued eligibility plan termination process, including, but not limited to, filing the appropriate forms with the Pension Benefit Guaranty Corporation and the Internal Revenue Service (including, but not limited to, an application to the Internal Revenue Service for a determination upon termination) and procuring from the STOCKHOLDERS a valid waiver of benefits in order to facilitate funding of any such plan for termination purposes 40 and to prevent VPI from assuming any financial liability for funding any such plan. Such steps shall be taken in accordance with the provisions of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, plan and the conversion applicable provisions of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, ERISA and the conversion Code and the regulations under each of ERISA and the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing DateCode.

Conduct of Business Pending Closing. (a) Between the date of this Agreement and the Closing DateClosing, AIRNET the Company Stockholder will, and will cause the Company to, except as set forth below on Schedule 5.14: (ai) carry on its business his respective businesses in substantially the ordinary course substantially same manner as conducted heretofore and not introduce any new method of management, operation or accountingthey have heretofore; (bii) use all commercially reasonable efforts to maintain its their properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform in all material respects its all of their respective obligations under agreements relating to or affecting its their respective assets, properties or rights; (div) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) use their commercially reasonable efforts to maintain and preserve its their business organization intact and use its best efforts to intact, retain its their respective present key employees and maintain their respective relationships with suppliers, customers and others having business relations with AIRNETthe Company; (fvi) use reasonable efforts to maintain compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and; (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instrumentsinstruments without the Knowledge and consent of IES (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of IES if such replacement instruments are on terms at least as favorable to AIRNET the Company as the instruments being replaced; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request. (hb) exercise its best efforts to ensure AIRNET's continued inclusion inExcept as disclosed on Schedule 5.14, between the date hereof and the continued eligibility Closing, the Company will not, without prior written consent of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.IES: (i) file an additional shares notification with The Nasdaq Stock Market make any change in its Articles of Incorporation or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to approve for listingits securities of any kind; (iii) declare or pay any dividend, subject to official notice or make any distribution in respect of its issuancestock whether now or hereafter outstanding, all or purchase, redeem, or otherwise acquire or retire for value any share of its stock; (iv) into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the shares normal course of AIRNET Common Stock issuable upon the conversion business (consistent with past practice) or involves an amount not in excess of two percent (2%) of the Series B Preferred StockCompany's revenues for fiscal 1997; (v) create, assume or permit to exist any mortgage, pledge or other Lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of two percent (2%) of the Company's revenues for fiscal 1997 necessary or desirable for the conduct of the businesses of the Company; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.16 unless specifically listed thereon; (x) amend or terminate any material judgment, permit, license or other right to the Company; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited thereunder. (c) None of the Company Stockholder, the purchase Company, nor any agent, officer, director, trustee or any representative of shares by SCP, and the conversion any of the Notes foregoing will, during the period commencing on the date of this Agreement and Warrants issued in connection herewith; and AIRNET shall cause ending with the shares of AIRNET Common Stock issuable upon the conversion earlier to occur of the Series B Preferred StockEffective Time or the termination of this Agreement in accordance with its terms, directly or indirectly (i) solicit or initiate the submission of proposals or offers from any person for, (ii) participate in any discussions pertaining to, (iii) enter into any agreement or understanding with respect to, (iv) furnish any information to any person other than IES or its authorized agents relating to, or (v) allow to occur, any acquisition, purchase or sale of all or a material amount of the assets of, or any equity interest in, the purchase of shares by SCPCompany or a merger, and the conversion consolidation or business combination of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing DateCompany.

Conduct of Business Pending Closing. Between From the date of this Agreement and Interim Balance Sheet Date through the Closing Date, AIRNET willexcept as has been approved by the Buyer in writing or as otherwise expressly provided in this Agreement, the Seller and the Company have caused the Company to: (aA) carry on its business operate the Business only in the ordinary course and in substantially the same manner as conducted heretofore it has been operated in the past and not introduce sell any new method of management, operation or accountingthe Assets except for inventory in the ordinary course of business; (bB) not issue, repurchase or redeem or commit to issue, repurchase or redeem, any shares of its capital stock, any options or other rights to acquire such stock or any securities convertible into or exchangeable for such stock; (C) not declare or pay any dividend on, or make any other distribution with respect to, the Company Shares; (D) not (1) incur any amount of long or short-term debt for money borrowed, (2) guarantee or agree to guarantee the obligations of others, (3) indemnify or agree to indemnify others, or (4) incur any other Liabilities other than those incurred in the ordinary course of business consistent with past practice; (E) keep in full force and effect insurance covering the Company, the Assets and the Business comparable in amount and scope of coverage to that now maintained; (F) maintain its properties the tangible Assets in good condition and facilities, including those held under leases, in as good working order and condition as at presentorder, ordinary wear and tear excepted; (cG) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key the Company's employees, consultants and independent contractors and maintain the Business so that such employees and consultants will remain available to the Company on and after the Closing Date and to maintain existing relationships with suppliers, customers and others having business relations dealings with AIRNET; (f) maintain compliance with all permits, laws, rules the Company and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable otherwise to AIRNET as preserve the instruments being replaced. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility goodwill of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to Business so that such relationships and goodwill will be preserved on and after the Closing Date.; (iH) file an additional shares notification not amend its Articles of Incorporation or By-Laws; (I) not merge with The Nasdaq Stock Market to approve for listingor into any other corporation or sell, subject to official notice of its issuanceassign, all the shares of AIRNET Common Stock issuable upon the conversion transfer, pledge or encumber any part of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion Assets or agree to do any of the Notes and Warrants issued in connection herewith; and AIRNET shall cause foregoing; (J) not enter into any Contract that is material, nor permit any amendment or termination of any material Contract; (K) not waive any rights of value or rights that would otherwise accrue to the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to Company after the Closing Date; (L) not increase the salaries of, or make any bonus or similar payments to or establish any Employee Benefit Plans for, any of the Company's directors, officers or employees or enter into or modify any employment, consulting or similar Contracts with any such persons or agree to do any of the foregoing other than in the ordinary course of business consistent with past practice; (M) collect its accounts receivable in the ordinary course of business consistent with past practice; (N) pay its accounts payable in the ordinary course of business consistent with past practice and not fail to pay or discharge when due any Liabilities; (O) use its best efforts to help the Buyer complete the Acquisition and obtain the satisfaction of the conditions specified in Section 9; (P) promptly notify the Buyer of any Default, the threat or commencement of any Litigation, or any development that occurs before the Closing that could in any way materially affect the Company, the Assets or the Business; (Q) use its best efforts to obtain any consents or approvals required under any Contracts (including supplier or manufacturer's contracts) or otherwise that are necessary to complete the Acquisition or to avoid a Default under any such Contracts; (R) comply with all Regulations applicable to it and to the conduct of its business; (S) provide the Buyer with such financial and other reports of the Business as may be reasonably requested; (T) not make any capital expenditures in excess of $500 without the Buyer's prior written consent; and (1) give to the Buyer's officers, employees, counsel, accountants and other representatives free and full access to and the right to inspect, during normal business hours and upon reasonable advance notice, all of the Assets, records, Contracts (including supplier or manufacturer's contracts) and other documents relating to the Business, (2) permit them to consult with the officers, employees, accountants, counsel and agents of the Company for the purpose of making such investigation of the Company, the Business and the Assets as the Buyer shall desire to make, provided that such investigation shall not unreasonably interfere with the Company's business operations, and (3) furnish to the Buyer all such documents and copies of documents and records and information with respect to the Company's affairs and copies of any working papers relating thereto as the Buyer shall from time to time reasonably request.

Conduct of Business Pending Closing. (a) Between the date of this Agreement and the Closing DateClosing, AIRNET the Company Stockholder will, and will cause the Company to, except as set forth below on Schedule 5.14: (ai) carry on its business his respective businesses in substantially the ordinary course substantially same manner as conducted heretofore and not introduce any new method of management, operation or accountingthey have heretofore; (bii) use all commercially reasonable efforts to maintain its their properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform in all material respects its all of their respective obligations under agreements relating to or affecting its their respective assets, properties or rights; (div) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) use their commercially reasonable efforts to maintain and preserve its their business organization intact and use its best efforts to intact, retain its their respective present key employees and maintain their respective relationships with suppliers, customers and others having business relations with AIRNETthe Company; (fvi) use reasonable efforts to maintain compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and; (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instrumentsinstruments without the Knowledge and consent of IES (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of IES if such replacement instruments are on terms at least as favorable to AIRNET the Company as the instruments being replaced; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request. (hb) exercise its best efforts to ensure AIRNET's continued inclusion inExcept as disclosed on Schedule 5.14, between the date hereof and the continued eligibility Closing, the Company will not, without prior written consent of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.IES: (i) file an additional shares notification with The Nasdaq Stock Market make any change in its Articles of Incorporation or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to approve for listingits securities of any kind; (iii) declare or pay any dividend, subject to official notice or make any distribution in respect of its issuancestock whether now or hereafter outstanding, all or purchase, redeem, or otherwise acquire or retire for value any share of its stock; (iv) into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the shares normal course of AIRNET Common Stock issuable upon the conversion business (consistent with past practice) or involves an amount not in excess of two percent (2%) of the Series B Preferred StockCompany's revenues for fiscal 1997; (v) create, assume or permit to exist any mortgage, pledge or other Lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except with respect to purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of two percent (2%) of the Company's revenues for fiscal 1997 necessary or desirable for the conduct of the businesses of the Company; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.14 unless specifically listed thereon; (x) amend or terminate any material judgment, permit, license or other right to the Company; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited thereunder. (c) None of the Company Stockholder, the purchase Company, nor any agent, officer, director, trustee or any representative of shares by SCP, and the conversion any of the Notes foregoing will, during the period commencing on the date of this Agreement and Warrants issued in connection herewith; and AIRNET shall cause ending with the shares of AIRNET Common Stock issuable upon the conversion earlier to occur of the Series B Preferred StockEffective Date or the termination of this Agreement in accordance with its terms, directly or indirectly (i) solicit or initiate the submission of proposals or offers from any person for, (ii) participate in any discussions pertaining to, (iii) enter into any agreement or understanding with respect to, (iv) furnish any information to any person other than IES or its authorized agents relating to, or (v) allow to occur, any acquisition, purchase or sale of all or a material amount of the assets of, or any equity interest in, the purchase of shares by SCPCompany or a merger, and the conversion consolidation or business combination of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing DateCompany.

Conduct of Business Pending Closing. Between From the date of this Agreement and through the Closing Date, AIRNET willWMBfsb will conduct its business and affairs at the Banking Offices in the ordinary course and will offer at the Banking Offices the same deposit products and pay interest rates on deposits consistent with past practice, except where mutually agreed on by WMBfsb and Buyer. Buyer and WMBfsb will work together to define and implement the operational procedures necessary to transfer the Banking Offices to Buyer. Within two (2) days after the execution and delivery of this Agreement, WMBfsb and Buyer will each designate an individual to serve as liaison concerning operations matters. From and after the date hereof through the Closing Date, except as may be required by a regulatory authority, WMBfsb will not, without prior written consent of Buyer: (a) carry on its business Cause or permit the Banking Offices to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accountingbusiness; (b) maintain its properties Cause or permit the Banking Offices to transfer to WMBfsb's other operations any material amount of Assets or Liabilities, except for (i) equipment and facilitiessupplies, including those held under leasesif any, which have a unique function in as good working order WMBfsb's business and condition as at presentordinarily would not be useful to Buyer (such as, for example, computer software and sign inserts which refer to WMBfsb), and (ii) cash and other customary inter-bank transfers made in the ordinary wear and tear exceptedcourse of business in accordance with WMBfsb's normal banking practices; (c) perform Cause or permit the Banking Offices to transfer to WMBfsb's other operations any deposits of the type included in all material respects its obligations under agreements relating the Deposit Liabilities (except pursuant to or affecting its assets, properties or rightsan unsolicited customer request where it would be customary banking practice to honor such request); (d) keep Transfer, assign, encumber, or otherwise dispose of or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of the Real Property or any other Assets, except for transactions in full force and effect present insurance policies or the ordinary course of business involving assets other comparable insurance coveragethan Real Property; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNETMake any material capital investment in any Asset; (f) maintain compliance with all permitsEnter into or amend any material continuing contract relating to a Banking Office or the Real Property which would be included among the Liabilities, lawsfor the purchase or lease of materials, rules supplies, equipment or services which cannot be terminated on not more than thirty (30) days' notice without cause and regulationswithout payment of any material amount as a penalty, consent ordersbonus, and all premium, or other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andcompensation for termination; (g) Undertake any actions which (i) are inconsistent with a program to use all reasonable efforts to maintain present debt good relations with WMBfsb's employees employed at the Banking Offices and lease instruments in accordance customers, unless such actions are required or permitted by this Agreement, (ii) materially increase the personnel at the Banking Offices, or (iii) increase the salaries or benefits of the Transferred Employees, except as consistent with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced.past practice; (h) exercise its best efforts File any application with regulatory authorities to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.relocate any Banking Office; (i) file an additional shares notification with The Nasdaq Stock Market Terminate the operations of any Banking Office or sell or otherwise transfer any such operations to approve for listingany third party; (j) Enter into to any leases, subject subleases, licenses or similar agreements permitting any affiliated or non-affiliated parties to official notice of its issuancelease, all the shares of AIRNET Common Stock issuable upon the conversion use or occupy space in any of the Series B Preferred StockBanking Offices or on the Real Property; (k) Transfer employees to or from the Banking Offices and WMBfsb's other operations other than temporary assignments of a fill-in nature in the ordinary course of business; (l) Take any action inconsistent with maintaining the tangible personal property and equipment included among the Assets in good operating condition and repair, except for ordinary and reasonable wear; (m) Take any action that would cause the termination of or reduction in coverage of any insurance policy currently in effect on or relating to the Banking Offices, the purchase of shares by SCPAssets or the Liabilities; or (n) Fail to comply in any material respect with all laws, regulations, ordinances, codes, orders, licenses and permits applicable to the conversion Assets, the Liabilities or the operation of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing DateBanking Offices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Closing DateClosing, AIRNET MC will, except as set forth on Schedule 6.2 to the MC Disclosure Letter: (ai) carry Carry on its business in substantially the ordinary course substantially same manner as conducted it has heretofore and not introduce any material new method of management, operation or accounting; (bii) maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (div) Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) Use its reasonable efforts to maintain and preserve its business organization intact and use its best efforts to intact, retain its present key employees and maintain its relationships with suppliers, customers and others having business relations with AIRNETit; (fvi) maintain Maintain compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andgovernmental authorities; (gvii) maintain Maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided without the knowledge and consent of Active Link (which consent shall not be unreasonably withheld); provided, that debt and/or lease instruments may be replaced without the consent of Active Link if such replacement instruments are on terms at least as favorable to AIRNET MC as the instruments being replaced.; provided, further, that in addition to the immediately preceding provision, MC may enter into a new credit facility (the "Replacement Credit Facility") to replace the current Promissory Note, Installment Note, Guaranty and Mortgage by and between American National Bank and Trust Company and Tam▇▇▇ ▇▇▇▇, ▇he trustee (the "Current Credit Facility") with notice to, but without the consent of, Active Link; and (hviii) exercise its best efforts Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; provided, however, that MC shall, notwithstanding this provision, be entitled to ensure AIRNET's continued inclusion intender to Tim▇▇▇▇ ▇▇▇▇ ▇ dividend sufficient to satisfy any tax liability that may be incurred by Mr. ▇▇▇▇ ▇▇ connection with the tax returns to be filed pursuant to Section 3.18 or Section 10.4 hereof (the "Special Dividend"); provided, further, that at the time, and after giving effect to the continued eligibility payment of any such Special Dividend, but without giving effect to the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred StockMerger, the purchase current assets of shares by SCPMC, and less the conversion current liabilities of the Notes and Warrants issued in connection herewith; and AIRNET MC, shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Dateat least zero.

Conduct of Business Pending Closing. Between Except as disclosed in SCHEDULE 9.1 or as otherwise contemplated herein or consented to or approved by Buyers (which consent or approval shall not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing Date, Seller (subject to and except for the constraints of and actions required by the existing agreements of Seller relating to the Assets) covenants and agrees that Seller shall: (a) conduct its operations of the Assets according to its ordinary and usual course of business consistent with past practice; and cause the Company to conduct its operations of the McMurrey Pipeline System according to the Company's ordinary and usu▇▇ ▇▇▇▇▇e of business consistent with its past practice, (b) use reasonable best efforts to keep available the services of Seller's or its Affiliate's employees who are currently employed in connection with the operation of the Assets or the McMurrey Pipeline System, (c) use reasonable best efforts ▇▇ ▇▇▇▇tain Seller's present relationships with customers, service providers and others having business relationships with the Assets; and cause the Company to use reasonable efforts to maintain the Company's present relationships with customers, service providers and others having business relationships with the McMurrey Pipeline System, (d) not transfer, sell or dispo▇▇ ▇▇ ▇▇y tangible property, or remove any books and records at the site of the Assets used or useful in the business being conducted at the Assets, except for (i) sales of Inventory, spent catalysts, chemicals and acids in the ordinary course of business consistent with past practice, (ii) personal property or equipment which is replaced with personal property or equipment of comparable or better value and utility in connection with the maintenance, repair and operation of the Assets, (iii) any item of personal property or equipment having a value of less than $20,000.00, and (iv) Excluded Assets; and cause the Company not to transfer, sell or dispose of any tangible property, or remove any books and records at the site of the Company's Assets used or useful in the business being conducted at such sites, except for (i) personal property or equipment which is replaced with personal property or equipment of comparable or better value and utility in connection with the maintenance, repair and operation of the Company's Assets, (ii) any item of personal property or equipment having a value of less than $20,000.00, and (iii) Excluded Assets, (e) not place, and cause the Company not to place, any Lien on the Assets or the McMurrey Pipeline System except (i) in connection with the performan▇▇ ▇▇ ▇▇ller or the Company of an obligation or agreement existing on the date hereof, and which has been disclosed in writing to Buyers, or pursuant to this Agreement and (ii) Permitted Encumbrances, (f) not grant any general wage or benefit increase to the Personnel except consistent with past practice or as provided for in the PACE Local 4-202 Labor Agreements, (g) notify Buyers promptly, and in any event prior to the Closing, of any written notice of a material violation or written threatened notice of a material violation received from any Governmental Authority after the date of this Agreement and relating to Environmental Laws or Environmental Permits at the Closing Date, AIRNET will:Facility or the Sites or with respect to the McMurrey Pipeline System, (ah) carry on not allow the Company to de▇▇▇▇▇ ▇▇ 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 other than pursuant to Section 9.11; (i) not allow the Company to merge into or with or consolidate with any other Person or acquire all or substantially all of the business or assets of any Person; (j) not allow the Company to make any change in its articles of incorporation or by-laws; (k) not allow the Company to take any action or to enter into any commitment with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (l) not allow the Company to change its accounting policies or practices (including any change in depreciation or amortization policies), except as required under GAAP; (m) not allow the Company to enter into any employment agreement not terminable at will; (n) not amend any Material Contract in any material respect and not enter or allow the Company to enter into any Contract which, if it existed on the date of execution of this Agreement, would constitute a Material Contract, if such Contract would become binding upon Buyer at Closing or would materially and adversely affect the operation of the Assets or the Company's Assets after Closing; (o) not allow the Company to pay or provide for any loan or payment or advance of any nature whatsoever to Seller or any Affiliate of Seller; (p) not allow the Company to enter into, amend or terminate any collective bargaining or labor agreement; (q) not allow the Company to make any single capital expenditure or commitment in excess of $50,000.00 for additions to property, plant, equipment or intangible capital asset or for any other purpose, or make such capital expenditures or commitments exceeding in the aggregate $100,000.00; (r) not agree to the settlement or resolution of any Action involving the Company unless in the ordinary course substantially as conducted heretofore of business consistent with past practices, not involving Affiliates and not introduce any new method of management, operation exceeding $50,000.00 individually or accounting$100,000.00 in the aggregate; (bs) maintain its properties and facilitiesnot allow the Company to create or change any employee benefit plans (within the meaning of section 3(3) of ERISA) or any other employee benefit plan or program not subject to ERISA, including those held under leasesestablished, in contributed to, or maintained by the Company with respect to the Personnel, except as good working order and condition as at presentrequired by Law. Notwithstanding the foregoing, ordinary wear and tear excepted; Seller may take (c) perform in all material respects its obligations under agreements relating to or affecting its assetsnot take, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNET; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (hcase may be) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior any actions contrary to the Closing Dateforegoing to the extent reasonably necessary under emergency circumstances (or if required or prohibited, as the case may be, pursuant to Law) and provided Buyers are notified as soon thereafter as practicable.

Conduct of Business Pending Closing. Between From the date of Execution Date until the Closing, the Seller agrees that, except as otherwise provided under this Agreement or as consented to by the Buyer in writing, it will (and will cause the Closing Date, AIRNET will:Acquired Companies to): (a) carry on its business conduct the Managed Vision Business in a commercially prudent manner, as a going concern and in the ordinary course substantially as conducted heretofore course, and not introduce any new method of managementconsistent with such operation, operation or accountingcomply in all respects with applicable legal and contractual obligations, consistent with past practice; (b) maintain its properties the Acquired Companies’ cash management practices and facilitiestheir policies, including those held under leasespractices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits in accordance with past custom and practice and applicable accounting principles consistently applied, in as good working order and condition as at present, ordinary wear and tear exceptedeach case relating to the Managed Vision Business; (c) perform in all material respects its obligations under agreements cause the Acquired Companies’ current insurance policies relating to the Managed Vision Business not to be canceled or affecting its assetsterminated or any of the coverage thereunder to lapse, properties unless, simultaneously with such termination, cancellation or rightslapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies to the extent practicable for market premiums are in full force and effect; (d) keep maintain the books, accounts, and records of the Managed Vision Business in full force accordance with past accounting practices and effect present insurance policies or other comparable insurance coverageGAAP, consistent with the custom and practice as used in the preparation of the Financial Statements; (e) maintain use commercially reasonable efforts, consistent with past practice, to preserve the goodwill of its and preserve its business organization intact and use its best efforts to retain its present key employees and the Acquired Companies’ relationships with customers, regulatory bodies, suppliers, customers employees and others having business relations with AIRNETit related to the Managed Vision Business; (f) maintain compliance not intentionally take any action outside of the ordinary course of business which would tend to cause any Person to cease its relationship related to the Managed Vision Business with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andthem; (g) maintain present debt administer, pay and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (h) exercise discharge all of its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility Acquired Companies’ unrelated thirty party Liabilities of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior Managed Vision Business related to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, periods prior to the Closing Date, and perform all reporting obligations under customer contracts relating to the Managed Vision Business in each case in the ordinary course of business consistent with past practice; (h) use commercially reasonable efforts to maintain all Managed Vision Business contracts; (i) comply in all material respects with all regulations and laws applicable to conduct the Managed Vision Business; (j) maintain, in accordance with past practice, the Acquired Companies’ credentials to the extent necessary or desirable to comply with the Acquired Companies’ policies and procedures relating to the Managed Vision Business or as required by any Government Entity; (k) maintain in full force and effect all of the Acquired Companies’ Permits; (l) maintain in full force and effect all Intellectual Property; (m) not permit any Lien to be charged on any of the Purchased Assets; (n) not redeem or repurchase, directly or indirectly, any shares of capital stock or declare, set aside or pay any dividends or make any other distributions with respect to any shares of the Acquired Companies’ capital stock or membership interests, except that Seller may distribute cash in an amount equal to the Managed Vision Business’s earnings since February 1, 2006, and any excess cash, subject to its obligation to maintain a minimum Net Worth as required by Section 4.29; and (o) not take any action (or omit to take any action), which action or omission would cause any representation or warranty contained herein to be untrue in any respect at any time through the Closing Date, as if such representation or warranty were made at and as of such time.

Conduct of Business Pending Closing. Between From the date Execution Date until the Closing, Seller agrees that, except (i) as otherwise provided under this Agreement, (ii) as set forth on Schedule 8.1, (iii) for the declaration and payment of this Agreement and dividends by the Closing DateCompanies to satisfy the condition set forth in Section 7.11, AIRNET willor (iv) as consented to by Buyer in writing, Seller will cause each of the Companies to: (a) carry on conduct its business in a commercially prudent manner, as a going concern and in the ordinary course substantially as conducted heretofore course, and not introduce any new method of managementconsistent with such operation, operation or accountingcomply in all material respects with applicable legal and contractual obligations, consistent with past practice; (b) maintain its properties cash management practices and facilitiesits policies, including those held under leasespractices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits in as good working order accordance with past custom and condition as at present, ordinary wear practice and tear exceptedapplicable accounting principles consistently applied; (c) perform in all material respects use commercially reasonable efforts to cause its obligations under agreements relating current insurance policies not to be canceled or terminated or any of the coverage thereunder to lapse, unless, simultaneously with such termination, cancellation or lapse, replacement policies, providing coverage equal to or affecting its assetsgreater than the coverage under the canceled, properties terminated or rightslapsed policies to the extent practicable for market premiums, are in full force and effect; provided, however, that it shall not be considered commercially reasonable to terminate a policy or allow it to lapse solely as a result of a change in premium; (d) keep administer, pay and discharge all of its Medical Claims received related to the dates of service prior to the Closing Date, and perform all reporting obligations under the Medicaid Contracts, in each case in the ordinary course of business consistent with past practice; (e) use commercially reasonable efforts to maintain all material contracts including the Provider Agreements; (f) use commercially reasonable efforts to maintain, in the ordinary course of business and in accordance with past practice, its network of Medicaid Providers, and credential and recredential such providers in accordance with each of the companies’ policies and procedures; (g) use commercially reasonable efforts to maintain in full force and effect present insurance policies or other comparable insurance coverageall Company Permits; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with suppliers, customers and others having business relations with AIRNET; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (h) exercise its best use commercially reasonable efforts to ensure AIRNET's continued inclusion in, maintain in full force and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under effect all applicable listing requirements prior to and after the Closing Date.Company Intellectual Property; or (i) file an additional shares notification with The Nasdaq Stock Market not take any action (or omit to approve for listingtake any action), subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall which action or omission would cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants any representation or warranty contained herein to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to untrue in any material respect at any time through the Closing Date, as if such representation or warranty were made at and as of such time except those representations and warranties that are made as of a certain date.

Conduct of Business Pending Closing. Between Except as set forth on Schedule 6.2, between the date of this Agreement and the Closing Consummation Date, AIRNET willthe Seller will cause the Company to: (ai) carry on its business the Business in the ordinary course substantially as conducted heretofore course, consistent with past practice, and not introduce any material new method of management, or changes in operation or accounting; (bii) use all commercially reasonable efforts to maintain its properties and facilities, including those held under leasesthe Assets, in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform in all material respects of its obligations under agreements relating to or affecting its assetsthe Assets or Business, properties the nonperformance of which could have a Material Adverse Effect on the Assets or rightsBusiness; (div) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coveragecoverage relating to the Assets or Business; (ev) use reasonable efforts to maintain and preserve its business organization intact and use its best efforts to intact, retain its present respective key employees and maintain its respective material relationships with suppliers, customers and others having business relations with AIRNETthe Company; (fvi) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andgovernmental authorities, the noncompliance with which could have a Material Adverse Effect on the Assets or Business; (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, instruments involving or affecting the Business without the knowledge and written consent of RV Centers (which consent shall not be unreasonably withheld) provided that debt and/or or lease instruments may be replaced without the consent of RV Centers if such the replacement instruments are on terms at least as favorable to AIRNET the Company as the instruments being replaced.; (hviii) exercise its best efforts maintain or reduce present salaries and commission levels for all officers, employees and agents involved in the Business except for ordinary and customary bonus and salary increases for employees in accordance with past practices; notwithstanding the foregoing, the Company will not pay or agree to ensure AIRNET's continued inclusion inpay salary, and bonus, sales commissions, fees or any other form of compensation, directly or indirectly, to the continued eligibility Seller or any member of his family in excess of the AIRNET Common Stock aggregate monthly compensation provided for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.in Annex I hereto; and (iix) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice pay all of its issuanceobligations, all the shares including, but not limited to, Taxes, loans and manufacturers' invoices, as they become due and payable and not prepay any of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Dateits obligations.

Conduct of Business Pending Closing. Between Prior to the date Closing, without the ----------------------------------- prior written consent of MIKOHN which shall not be unreasonably withheld or delayed, ▇▇▇▇▇ covenants that, except in connection with matters disclosed in this Agreement and or the Closing Date, AIRNET willSchedules hereto or as otherwise permitted under this Agreement: (a) carry on its business 22.1 PGI shall operate the Business only in the ordinary course; provided that PGI shall be entitled to pay cash dividends to ▇▇▇▇▇. 22.2 Except in the ordinary course substantially as conducted heretofore and of business, PGI shall not introduce enter into any new method of managementcontract or lease or modify, operation extend or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating terminate any existing contract with respect to or affecting its assets, properties or rights; (d) keep the Business. All insurance policies with respect to the Business shall be maintained in full force and effect present insurance policies except that if MIKOHN does not elect to assume the same they may be terminated at the Closing. 22.3 Except for the CTI Receivable, PGI will not sell or other comparable insurance coverage;otherwise dispose of any asset which constitutes a portion of the PGI Assets except in the ordinary course of business. (e) maintain 22.4 PGI will not enter into any agreement providing for [1] the sale of any Gaming Table for any sum on any terms or [2] the rental or licensing of any Table Games on terms less favorable to PGI than offered prior to March 1, 1998. 22.5 Except as otherwise requested by MIKOHN and preserve without making any commitment on its business organization intact and behalf, PGI shall use its best efforts to retain preserve the PGI Assets and maintain them in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted; provided, however, that the foregoing exception shall not relieve PGI from the obligation to make repairs and otherwise maintain the PGI Assets in accordance with good management practice. PGI shall also keep its business organizations at the Business substantially intact, shall use its best efforts to keep available to MIKOHN the services of present key employees at the Business and relationships with shall use its best efforts to preserve the good will of suppliers, customers and others having business relations with AIRNET;PGI. (f) maintain compliance 22.6 No new bonus or pension plan or other similar contract or commitment or any wage or salary increases in excess of $20,000 in the aggregate or any collective bargaining agreement which relates to the Business shall be entered into. 22.7 PGI and ▇▇▇▇▇ will not take any action or fail to take any action as may be required under any applicable law for the valid and effective consummation of the transactions provided for in this Agreement; provided, however, that the foregoing shall not require PGI or ▇▇▇▇▇ to agree to conditions or requirements of gaming authorities that materially eliminate, alter, suspend or otherwise modify the terms of this Agreement. 22.8 No change will be made affecting the banking and safe deposit box arrangements of the Business. 22.9 No indebtedness shall be incurred with all permitsrespect to the PGI Assets or the Business other than in the ordinary course of business and in no event shall any indebtedness in excess of $50,000 in the aggregate be incurred. 22.10 The Business shall remain open and shall be conducted in the same manner as it is currently conducted. 22.11 PGI shall not issue, lawsredeem or purchase any of PGI's capital stock or securities convertible into its capital stock or grant or issue any options, rules and regulations, consent orders, and all other orders warrants or rights to subscribe for its capital stock or securities convertible into its capital stock or commit to do any of applicable courts, regulatory agencies and similar Governmental Authorities; andthe foregoing. (g) maintain present debt and lease instruments in accordance with their respective terms and 22.12 PGI shall not enter into new any employment contract or amended debt agreement with any existing or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms prospective employee which is not terminable at least as favorable to AIRNET as the instruments being replacedwill. (h) exercise 22.13 Except in the ordinary course of Business, PGI shall not pay any obligations or liability, fixed or contingent, other than current liabilities. 22.14 Except for the CTI Receivable, PGI shall not cancel, without full payment, any note, loan or other obligations owing to PGI. 22.15 PGI shall not create or suffer to be imposed any new lien, mortgage, security interest or other charge on or against its best efforts properties or assets. 22.16 PGI shall not make or adopt any change in its Certificate of Incorporation or Bylaws as in force and effect on the date hereof. 22.17 Neither ▇▇▇▇▇ nor PGI will take any action, or omit to ensure AIRNET's continued inclusion intake any action, within their control, that would cause, and the continued eligibility shall promptly notify MIKOHN in writing of any event or occurrence which causes, any of the AIRNET Common Stock for listing onrepresentations and warranties set forth in Section 11 hereof to become untrue, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice incomplete or inaccurate in any material respect as of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, or prior to the Closing Date.

Conduct of Business Pending Closing. Between Except as contemplated on Seller's Due Diligence Memorandum SECTION 7.2, until the date Closing, Seller shall continue to operate the Systems substantially in the manner as heretofore conducted. Seller shall use commercially reasonable efforts to preserve the System's existing business relationships with its Customers, suppliers, Governmental Entities, employees and others having business relations with Seller in connection with the Systems. Without limiting the scope of this Agreement and the Closing Dateforegoing, AIRNET willSeller shall: (a) carry Use, preserve and maintain the Acquired Assets on its business in a basis consistent with past practice and keep the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accounting; (b) maintain its properties and facilities, including those held under leasesAcquired Assets, in as all material respects, in good working order and condition as at presentcondition, ordinary wear and tear excepted; (b) Except in connection with a change 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 date of this Agreement; (c) perform Pay all debts and obligations incurred by it in all material respects its obligations under agreements relating to or affecting its assets, properties or rightsthe operation of the Systems in the ordinary course of business consistent with past practice; (d) keep in full force and effect present insurance policies Not commit any act or other comparable insurance coverageomit to do any act, nor permit any act or omission to act, which may cause a breach of any of the Acquired Contracts; (e) maintain Maintain its books, accounts and preserve its business organization intact records with respect to the Acquired Assets and use its best efforts to retain its present key employees the Systems in the usual manner and relationships on a basis consistent with suppliers, customers and others having business relations with AIRNETpast practice; (f) maintain compliance Not enter into any agreement or agreements for the sale of any of the Acquired Assets, except for sales of Equipment provided that, unless such item of Equipment is no longer necessary for the operation of the Systems, any item of Equipment sold shall be replaced with all permitsan item of Equipment of like value and quality; (g) Not decrease any of its Customer rates ; PROVIDED, lawsHOWEVER, rules that this Agreement shall not preclude Seller from seeking usual and regulationsordinary rate increases; (h) ▇▇▇▇ Customers on a basis consistent with past practices, consent orderssending out bills in the normal monthly routine; (i) Promptly inform Buyer in writing of any material adverse change in the financial condition or operations of the Systems or any material adverse change in the Acquired Assets, and all other orders of applicable courts, regulatory agencies and similar Governmental Authoritiesthan those affecting the video business generally; and (gj) maintain present debt and lease instruments in accordance with their respective terms and not enter into new Not create, assume or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable permit to AIRNET as the instruments being replacedexist any Lien upon any Acquired Assets. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between From the date Execution Date until the Closing, Seller agrees that, with respect to the operation and maintenance of the Medicaid Business, except as otherwise provided under this Agreement and the Closing Dateor consented to by Buyer in writing, AIRNET Seller will: (a) carry on its business Conduct the Medicaid Business in a commercially prudent manner, as a going concern and in the ordinary course substantially as conducted heretofore and not introduce any new method of managementconsistent with such operation, operation or accountingcomply in all respects with applicable legal and contractual obligations, consistent with past practice; (b) maintain its properties Maintain the books, accounts, and facilitiesrecords of the Medicaid Business in accordance with past accounting practices and GAAP, including those held under leasesand where inconsistent with GAAP, in conformity with statutory or other accounting practices prescribed or permitted by the insurance regulatory authorities in the State of Ohio and consistent with the custom and practice as good working order and condition as at present, ordinary wear and tear exceptedused in the preparation of the Financial Statements; (c) perform in all material respects Use commercially reasonable efforts, consistent with past practice, to preserve the goodwill of its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best efforts to retain its present key employees and relationships with Medicaid Members, Medicaid Providers, ODJFS and other regulatory bodies, suppliers, customers employees and others having business relations with AIRNETit related to the Medicaid Business; (d) Administer, pay and discharge all of its medical claim liabilities related to the dates of service prior to the Closing Date, as well as any Excluded Liabilities, and perform all reporting obligations under the Seller’s Medicaid Contract; (e) Maintain all contracts including those within the Purchased Provider Agreements; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders Seller shall use its commercially reasonable efforts to cause the assignment to Buyer of applicable courts, regulatory agencies and similar Governmental Authorities; andthose Purchased Provider Agreements identified on Schedule 2.1(b) or to have replacement agreements to such Purchased Provider Agreements put into place; (g) maintain present debt Comply in all respects with all regulations and lease instruments laws applicable to it in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced.conduct of the Medicaid Business; (h) exercise Maintain, in accordance with past practice, its best efforts to ensure AIRNET's continued inclusion innetwork of Medicaid Providers, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to credential and after the Closing Date.recredential such providers in accordance with Seller’s policies and procedures and NCQA requirements; (i) file an additional shares notification with The Nasdaq Stock Market Maintain in full force and effect all Seller’s Permits; (j) Maintain in full force and effect all Intellectual Property used in, related to approve for listingor necessary to the Medicaid Business; (k) Not permit any Lien on the Assets; (l) Not take any action (or omit to take any action), subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall which action or omission would cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants any representation or warranty contained herein to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to untrue in any respect at any time through the Closing Date, as if such representation or warranty were made at and as of such time; (m) Not enter into or materially amend any contract, including without limitation the Seller’s Medicaid Contract; (n) Not intentionally take any action outside of the ordinary course of business which would tend to cause Medicaid Members to cease their affiliation with Seller; or (o) Not take any action which would result in a disclosure under Section 3.1(k)(vii). Seller shall promptly advise Buyer in writing of any material change in (i) the financial conditions, business or affairs of the Medicaid Business or Seller, or (ii) the accuracy of the representations and warranties made by Seller herein.

Conduct of Business Pending Closing. Between From the date Execution Date until the Effective Date, Seller and Buyer acknowledge and agree that Seller retains control of the Medicaid Business until the Effective Date and as such Seller agrees that, with respect to the operation and maintenance of the Medicaid Business, except as otherwise provided under this Agreement and the Closing Dateor consented to by Buyer in writing, AIRNET Seller will: (a) carry on its business Conduct the Medicaid Business in a commercially prudent manner, as a going concern and in the ordinary course substantially as conducted heretofore and not introduce any new method consistent with the requirements of managementa non-profit federally tax-exempt organization, operation or accountingand consistent with such operation, comply in all respects with applicable legal and contractual obligations, consistent with past practice; (b) maintain its properties Maintain their cash management practices and facilitiestheir policies, including those held under leasespractices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits in as good working order accordance with past custom and condition as at present, ordinary wear practice and tear exceptedapplicable accounting principles consistently applied; (c) perform in all material respects its obligations under agreements relating Seller will modify the medical management policy related to or affecting its assetsreferrals and authorizations that was implemented on January 1, properties or rights2003 to the satisfaction of Centene and ODJFS. Centene will provide input to Seller regarding the modifications to the referral and authorization policy. Notice of the policy modifications will be sent with the ODJFS member notice and implemented not later than five (5) days prior to the Effective Date; (d) keep Cause their current insurance policies not to be canceled or terminated or any of the coverage thereunder to lapse, unless, simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies to the extent practicable for market premiums are in full force and effect present insurance policies or other comparable insurance coverageeffect; (e) maintain Maintain the books, accounts, and records of the Medicaid Business in accordance with past accounting practices and GAAP and where inconsistent with GAAP, in conformity with statutory or other accounting practices prescribed or permitted by the insurance regulatory authorities in the State of Ohio and consistent with the custom and practice as used in the preparation of the Financial Statements; (f) Use commercially reasonable efforts, consistent with past practice, to preserve the goodwill of its business organization intact and use its best efforts to retain its present key employees and relationships with Medicaid Members, Medicaid Providers, ODJFS and other regulatory bodies, suppliers, customers employees and others having business relations with AIRNETit related to the Medicaid Business; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; and (g) maintain present debt and lease instruments in accordance Not intentionally take any action outside of the ordinary course of business which would tend to cause Medicaid Members to cease their affiliation with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced.Seller; (h) exercise Administer, pay and discharge all of its best efforts medical claim liabilities related to ensure AIRNET's continued inclusion inthe dates of service prior to the Effective Date, as well as any Excluded Liabilities, and perform all reporting obligations under the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.Seller's Medicaid Contract; (i) file an additional shares notification Maintain all contracts including those within the Provider Agreements except for any terminations, expirations and additions occurring in the ordinary course of business, consistent with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all past practices and in accordance with the shares of AIRNET Common Stock issuable upon the conversion terms of the Series B Preferred StockProvider Agreements and with prior written notice to Buyer; (j) Comply in all respects with all regulations and laws applicable to it in the conduct of the Medicaid Business; (k) Maintain, the purchase in accordance with past practice, its network of shares by SCPMedicaid Providers, and credential and recredential such providers in accordance with Seller's policies and procedures and NCQA requirements; (l) Maintain in full force and effect all Seller's Permits; (m) Maintain in full force and effect all Intellectual Property used in, related to or necessary to the conversion Medicaid Business; (n) Not permit any Lien, charge or encumbrance on the Assets; (o) Not take any action (or omit to take any action), which action or omission would cause any representation or warranty contained herein to be untrue in any respect at any time through the Effective Date, as if such representation or warranty were made at and as of such time; (p) Not enter into or materially amend any contract, including without limitation the Seller's Medicaid Contract except in the ordinary course of business and consistent with past practices and with prior notice to Buyer; (q) Not intentionally take any action outside of the Notes and Warrants issued ordinary course of business which would tend to cause Medicaid Members to cease their affiliation with Seller; or (r) Not take any action which would result in connection herewith; and AIRNET a disclosure under Section 3.1.10(h). Seller shall cause promptly advise Buyer in writing of any material change in (i) the shares of AIRNET Common Stock issuable upon the conversion financial conditions, business or affairs of the Series B Preferred StockMedicaid Business or Seller, or (ii) the purchase of shares by SCP, and the conversion accuracy of the Notes representations and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Datewarranties made by Seller herein.

Conduct of Business Pending Closing. Between Except as may be required to obtain the regulatory approvals referred to in Section 8.1 hereof, between the Signature Date and the Closing Date, and except as may otherwise be required by a regulatory authority, Seller shall conduct its business at the Branch in the ordinary course consistent with past practice and shall not, without the prior consent of Buyer, which consent shall not be unreasonably withheld: (a) Cause the Branch to engage or participate in any transaction that would materially and adversely affect the Deposits, Account Loans, Assets or Safe Deposit Boxes, except in the ordinary course of business; (b) Cause the Branch to transfer to Seller's other branches any Deposits to be transferred to Buyer as contemplated herein, except upon the unsolicited request of a depositor in the ordinary course of business; (c) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Branch other than in accordance with Seller's customary policies and/or bank-wide changes, or pay or agree to pay any bonus not committed or contemplated prior to the date of this Agreement and to any such Employees other than regular bonuses granted based on historical practice or in connection with the Closing Date, AIRNET will: (a) carry on its business retention bonus program instituted by Seller in contemplation of the ordinary course substantially as conducted heretofore and not introduce any new method of management, operation or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rightstransactions described herein; (d) keep in full force and effect present insurance policies Enter into any commitment, agreement, understanding or other comparable insurance coveragearrangement to dispose of the Assets and Liabilities to be transferred to Buyer as contemplated herein, other than pursuant to the terms of this Agreement; (e) maintain Invest in any new Fixed Assets of the Branch, except for commitments made on or before the Signature Date and preserve its business organization intact disclosed to Buyer in writing and use its best efforts to retain its present key employees for replacements of furniture, furnishings and relationships with suppliers, customers equipment and others having business relations with AIRNETnormal maintenance and refurbishing purchased or made in the ordinary course of business; (f) maintain compliance with all permits, laws, rules and regulations, consent orders, and all Cause or permit the Branch to transfer to Seller's other orders operations or branches any Account Loans or Fixed Assets of applicable courts, regulatory agencies and similar Governmental Authoritiesthe Branch; andor (g) maintain present debt and lease instruments in accordance Transfer, assign, permit any Encumbrance to exist with their respective terms and not respect to or otherwise dispose of, or enter into new any contract, agreement or amended debt understanding to transfer, assign, cause or lease instrumentspermit any Encumbrance to exist (which Encumbrance would not be permitted under Section 6.6) with respect to or otherwise dispose of, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility any of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to Assets except in the ordinary course of business and after the Closing Date. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice the other provisions of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Datethis Section 8.4.

Conduct of Business Pending Closing. Between (a) From the date hereof through and including the earlier of (x) the Closing Date and (y) the date this Agreement is terminated in accordance with Article 9 hereof, and except for any Adjustment Issuance or Closing Issuance, termination of the Company's CEO and the Company's President (as to which they only received or are entitled to receive shares of Company Common Stock as part of the Adjustment Issuances and no other consideration or compensation other than reimbursement of proper business expenses incurred in the normal course of business or other consideration paid in full prior to Closing consisting only of regular salary, vacation and sick pay amounts consistent with past practices which amounts were earned and related to actual time worked through the date of this Agreement termination), and any termination of any license agreement of the Company or any termination of assignment by Company Parent or any of its Subsidiaries to Company of Intellectual Property Rights in contemplation of the transactions contemplated hereby (each as set forth on Schedule 3.24), the Company and its Subsidiaries will, and the Closing Date, AIRNET willCompany Parent will take all reasonable actions to cause the Company and the Company's Subsidiaries to do the following: (ai) carry on its business in the ordinary course substantially same manner as conducted heretofore it has prior to the date hereof and not introduce any material new method of management, operation or accounting; (bii) maintain its properties and facilities, including those held under leases, in as good working order and condition as at presentcondition, ordinary wear and tear excepted; (ciii) perform in all material respects all of its obligations under agreements relating to or affecting its assets, properties properties, business or other rights; (div) keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) maintain and preserve its business organization intact and use its best efforts to retain maintain and preserve its present key employees corporate existence and maintain its relationships with suppliers, customers and others having business relations with AIRNETthe Company; (fvi) use its best efforts to maintain compliance with all permitsLicenses and Laws of Governmental Authority applicable to it or its businesses, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authoritiesproperties or assets; and (gvii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as without the instruments being replacedknowledge and written consent of Parent. (hb) exercise From the date hereof through and including the earlier of (x) the Closing Date and (y) the date this Agreement is terminated in accordance with Article 9 hereof, neither the Company, the Company Parent nor Parent will take or omit to take any reasonable action which will cause Gemini to fail to do any of the following, without the prior written consent of the other parties hereto, which shall not be unreasonably withheld: (i) carry on its business in the same manner as it has prior to the date hereof and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under leases, in good working order and condition, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its assets, properties, business or other rights; (iv) keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its best efforts to ensure AIRNET's continued inclusion inmaintain and preserve its corporate existence and maintain its relationships with suppliers, customers and others having business relations with the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date.Company; (ivi) file an additional shares notification use its best efforts to maintain compliance with The Nasdaq Stock Market all Licenses and Laws of Governmental Authority applicable to approve for listingit or its businesses, subject to official notice properties or assets; and (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and written consent of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing DateParent.

Conduct of Business Pending Closing. Between the date of this Agreement and the Closing DateClosing, AIRNET BPI will, except as set forth on Schedule 7.2 to the BPI Disclosure Letter: (ai) carry Carry on its business in substantially the ordinary course substantially same manner as conducted it has heretofore and not introduce any material new method of management, operation or accounting; (bii) maintain Maintain its respective properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (ciii) perform Perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (div) Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ev) Use its reasonable efforts to maintain and preserve its business organization intact and use its best efforts to intact, retain its present key employees and maintain its relationships with suppliers, customers and others having business relations with AIRNETit; (fvi) maintain Maintain compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andgovernmental authorities; (gvii) maintain Maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, without the Knowledge and consent of Newco (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of Newco if such replacement instruments are on terms at least as favorable to AIRNET BPI as the instruments being replaced.; provided, further, that (1) the Shareholder shall loan $450,000 to BPI which obligation shall be evidenced by a subordinated promissory note in substantially the form attached as Exhibit 7.2, (2) an entity formed or to be formed by the Shareholder, ▇▇▇▇▇▇-▇▇▇▇▇▇ Realty, Inc., may purchase a building in which BPI would become a tenant of approximately 20,000 square feet on or about March 1, 2000, with a rental charge of approximately $.50 per square foot less than the rent paid by the current tenant in such space, all as set forth in a lease agreement which shall provide for a term of five years, with two five-year renewal options to BPI, and which shall be in form and satisfactory to counsel for both BPI and Newco and (3) BPI shall maintain in force a lease and insurance for a Lexus automobile used primarily by the Shareholder; and (hviii) exercise its best efforts to ensure AIRNET's continued inclusion inMaintain or reduce present salaries and commission levels for all officers, directors, employees and the continued eligibility of the AIRNET Common Stock agents except for listing on, The Nasdaq Stock Market under all applicable listing requirements prior to ordinary and after the Closing Datecustomary bonus and salary increases for employees in accordance with past practices. (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Date.

Conduct of Business Pending Closing. Between Until the date of this Agreement and the Closing DateClosing, AIRNET willSeller shall: (a) carry on its business Conduct the CATV Business diligently and in the usual and ordinary course substantially as manner in which the CATV Business has been conducted heretofore and not introduce any new method of managementin the past, operation or accounting; (b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (c) perform in all material respects its obligations under agreements relating to or affecting its assets, properties or rights; (d) keep in full force and effect present insurance policies or other comparable insurance coverage; (e) maintain and preserve its business organization intact and use its best commercially reasonable efforts to retain its present key employees and preserve good relationships with suppliers, customers and others other persons having business relations with AIRNETit, and operate the CATV Business in accordance with the sound practices of the CATV industry; (b) Not (i) without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed, enter into any commitments affecting the CATV Business which, when judged in relationship to past business operations of the CATV Business, are unusual or extraordinary or outside the scope of the normal course of routine operations, or (ii) change any subscription rates; (c) Operate the CATV Business so as to keep all the Personal Property in a normal and current state of repair and operating efficiency and maintain the inventory and spare parts to be delivered to Buyer at Closing as listed on Schedule 5.1(c); (d) Not, without the prior written consent of Buyer, amend, alter or modify to the detriment of the CATV Business any material provision of any of the CATV Instruments or Business Contracts, or transfer or agree to transfer, encumber or agree to encumber any Purchased Assets other than in the ordinary and usual course of business; (e) Not, without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed, grant any raises to employees of the System, or enter into any collective bargaining arrangements with such employees; (f) maintain Except as authorized in Section 5.7, not, without the prior written consent of Buyer, enter into any agreements, whether as a marketing promotion or otherwise, providing for free CATV or Internet service or CATV or Internet service at rates less than the rates referred to in Section 3.8 and set forth on Schedule 3.8 or providing for free installations or for installation at less than Seller's standard installation charges or otherwise market or promote the System; (g) Continue to disconnect customers consistent with its disconnect policy as listed on Schedule 5.1(g); (h) Provide Buyer with monthly financial and operating statements (including customer counts for all services) within thirty (30) days after the end of each month, except that such statements for the month of Closing shall be provided within fifteen (15) days after the end of that month, and will promptly furnish Buyer with copies of such documents and with such information with respect to the System and its operations as Buyer may, from time to time, reasonably request, including billing information, cash collections and disbursements information, expense invoices and similar data. All such financial statements and other information shall (i) be true and complete in all material respects, (ii) be prepared from the books and records of Seller and in accordance with generally accepted accounting principles consistently applied and maintained throughout the periods indicated and (iii) present fairly in all material respects the financial condition of Seller for the periods covered by such statements. Seller shall assist Buyer in obtaining further financial information as Buyer may reasonably require; (i) Maintain insurance covering the Purchased Assets in the System on a basis consistent with past practice; (j) Pay all debts and obligations incurred by it in the operation of the System in the ordinary course of business consistent with past practice; (k) Use commercially reasonable efforts not to commit any act or omit to do any act, nor, to the extent within Seller's reasonable control, permit any act or omission to act, which may cause a material breach of any of the Business Contracts; (l) Maintain its books, accounts and records in the usual manner and on a basis consistent with past practice; (m) Operate the System in material compliance with all permitsapplicable legal requirements; (n) Promptly inform Buyer in writing of any material adverse change in the condition (financial or otherwise), lawsoperations, rules assets, liabilities or business of the System, provided, however, that, subject to the terms of this Agreement, the disclosure to Buyer of any such material adverse change shall not relieve Seller of liability for, nor shall the providing of such information by Seller to Buyer be deemed a waiver by Buyer of, the breach of any representation or warranty of Seller contained in this Agreement; (o) Not solicit or participate in negotiations or knowingly permit any other person from so doing with any third party with respect to the sale of the Purchased Assets or the System or any transaction inconsistent with those contemplated hereby; (p) Not, without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed, enter into any single Business Contract involving a commitment by Buyer of more than $3,000 or any Business Contracts (other than agreements or orders for CATV service) which in the aggregate involve a commitment by Buyer of more than $10,000; (q) Timely make all filings relating to the System in order to preserve its rights pursuant to Section 626 of the Communications Act and regulations, consent orders, and all other orders otherwise diligently pursue the renewal of applicable courts, regulatory agencies and similar Governmental Authoritiesany franchise relating to the System due to expire by its terms within thirty-six (36) months of the Closing Date in order to obtain such renewal on commercially reasonable terms; and (gr) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable Not make any changes to AIRNET as the instruments being replaced. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility existing channel line-up of the AIRNET Common Stock for listing onSystem, The Nasdaq Stock Market under all applicable listing requirements prior to and after the Closing Date. except (i) file an additional shares notification with The Nasdaq Stock Market the prior written consent of Buyer, which shall not be unreasonably withheld or delayed, or (ii) as may be necessary to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior to the Closing Datecomply with applicable law or any currently existing contract.

Conduct of Business Pending Closing. Between From the date hereof until the Closing, except as consented to by Buyer in writing: (A) Each Seller will maintain itself at all times as a corporation or sole proprietorship duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is incorporated; (B) Sellers and Shareholders will conduct the business and operations of the Business 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 Sellers 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; provided, however, without the written consent of Buyer, Sellers will not make any commitment to purchase or spend involving $ 50,000 or more; (C) Sellers and Shareholders will not declare, authorize or pay any distribution or dividend to the Shareholders and Sellers and Shareholders will not redeem, purchase or otherwise acquire, or agree to redeem, purchase or otherwise acquire or agree to redeem purchase or otherwise acquire, any shares of its stock; (D) Sellers and Shareholders will not pay or obligate themselves 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 Agreement; (E) Sellers will continue to carry insurance insuring the Assets and Business, in amounts reasonably deemed adequate by their managements, against all risks usually insured against by persons operating similar properties or conducting similar operations in the localities where such properties are located or such operations are conducted under valid and enforceable policies issued by insurers of recognized responsibility; (F) Sellers and Shareholders will use their best efforts to preserve the Business intact, to keep available to Buyer the services of its employees (and to compensate such employees consistent with past practices) and independent contractors and to preserve for Buyer its relationships with exhibitors, advertisers, customers, attendees, suppliers, licensees, distributors, and customers and others having business relationships with it; provided, however that nothing herein shall give any employee the right to become an employee of Buyer for any specific time after the Closing Date, AIRNET will:; (aG) carry on its business Sellers and Shareholders will not, and will not obligate themselves to, sell or otherwise dispose of or pledge or otherwise encumber any of the Assets except in the ordinary course substantially as conducted heretofore of business and not introduce any new method of managementSellers and Shareholders will maintain their facilities, operation or accountingmachinery and equipment related to the Business in good operating condition and repair, subject only to ordinary wear and tear; (bH) maintain Each Seller or Shareholder, as applicable, will not amend its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear exceptedArticles of Incorporation or Bylaws; (cI) perform Sellers and Shareholders will not, with respect to the business, engage in all material respects any activity or transaction other than in the ordinary course of its obligations under agreements relating to or affecting its assets, properties or rightsbusiness as heretofore conducted; (dJ) Without limiting the foregoing, Sellers and Shareholders will consult with Buyer regarding all significant developments, transactions, and proposals relating to the Business or the Assets; (K) Sellers and Shareholders will keep in full force and effect present insurance policies all material rights, franchises, intellectual property rights and goodwill relating or other comparable insurance coveragepertaining to the Business; (eL) Sellers and Shareholders will maintain the books, accounts and preserve its business organization intact and use its best efforts records pertaining to retain its present key employees and relationships the Business consistent with suppliers, customers and others having business relations with AIRNETpast practices; (fM) maintain compliance with all permits, laws, rules Sellers and regulations, consent orders, Shareholders will promptly inform the Buyer in writing of any variances from the representations and all other orders of applicable courts, regulatory agencies and similar Governmental Authorities; andwarranties contained in Article 7; (gN) maintain present debt Sellers and lease instruments in accordance with their respective terms and Shareholders will not enter into new any contract, agreement or amended debt or lease instrumentscommitment without the prior consent of Buyer which, provided that debt and/or lease instruments may be replaced if such replacement instruments are on terms at least as favorable to AIRNET as the instruments being replaced. (h) exercise its best efforts to ensure AIRNET's continued inclusion in, and the continued eligibility of the AIRNET Common Stock for listing on, The Nasdaq Stock Market under all applicable listing requirements entered into prior to and after the Closing Date. date of this Agreement, would be required to be disclosed on one or more Schedules referred to in Article 7, except for contracts entered into in the regular course of business (i) file an additional shares notification with The Nasdaq Stock Market to approve for listing, subject to official notice of its issuance, all the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, speakers and the conversion of the Notes instructors and Warrants issued in connection herewith; and AIRNET shall cause the shares of AIRNET Common Stock issuable upon the conversion of the Series B Preferred Stock, the purchase of shares by SCP, and the conversion of the Notes and Warrants to be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance, prior (ii) relating to the Closing Date.leasing of exhibition, trade show or exposition space, as lessor;