Common use of Conduct of the Business Pending the Closing Clause in Contracts

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall: (i) conduct its business only in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Date.

Conduct of the Business Pending the Closing. (a) Except During the period from the date of this Agreement through the Closing Date, except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall: (i) , and the Shareholders shall cause Seller to, conduct its business only in the ordinary and usual course of business in a manner consistent with past custom and practice; (ii) , and use its reasonable best efforts to (A) preserve intact its present business operationsorganization, organization (includingto make available to Purchaser the services of Seller Employees, without limitation, management and to preserve the sales force) and goodwill and (B) preserve its present relationship relationships with Persons clients and others having business dealings with it; (iii) maintain (A) Seller, to perform in all material respects all of its assets obligations under the In-Process Engagements, Support Engagements and properties Contracts, and to cause Seller to comply in their current conditionall material respects with all applicable Laws. Without limiting the foregoing, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on during the period from the date of this AgreementAgreement through the Closing Date, except with the prior written consent of Purchaser, which consent will not be unreasonably conditioned, delayed or withheld, or as expressly contemplated hereby, Seller shall not: (a) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of, shares or other ownership interests in, Seller; (Ab) maintain make any direct or indirect redemption, repurchase or other acquisition of any outstanding shares of the capital stock or other securities of, or other ownership interests in, Seller; (c) except as set forth in Schedule 6.1(c), transfer, issue, grant, award, sell, pledge, dispose of or encumber or authorize the transfer, issuance, grant, award, sale, pledge, disposition or encumbrance of any shares of capital stock or other securities of, or other ownership interests in, Seller, or grant options, warrants, calls, commitments or rights of any kind to purchase or otherwise acquire any shares of the capital stock or other securities of, or other ownership interests in, Seller; (d) abandon, allow to lapse, or otherwise dispose of any Seller Intellectual Property, or, other than in the ordinary and usual course of business consistent with past custom and practice, disclose any Trade Secrets of Seller; (e) amend its booksarticles of incorporation or bylaws; (f) split, accounts and records combine, sub-divide or reclassify any outstanding shares of its capital stock; (g) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction; (h) sell, transfer, convey, assign or otherwise dispose of any of its assets, properties or rights other than in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable custom and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its assets, properties or assets (whether tangible rights to any Lien, charge or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration other restriction other than in the ordinary course of business consistent with past custom and practice); (ivi) cancel except as set forth in Schedule 6.1(i) make any change in the compensation payable or to become payable to any of Seller’s officers, directors, employees, agents, contractors or consultants or to Persons providing management services; make any loans (other than business expenses advanced in the ordinary course of business) to any of its officers, directors, employees, Affiliates, agents, contractors or consultants whether pursuant to an employee benefit plan or otherwise; or grant, issue, accelerate, pay, accrue or agree to pay or make any accrual or arrangement for payment of salary or other payments or benefits pursuant to, or adopt or amend, any new or existing Seller Benefit Plan; (j) make any changes to its accounting methods, policies, principles, practices or internal control procedures; (k) make or revoke any express or deemed election for Tax purposes, amend any Tax Returns, obtain or file for any rulings with respect to Taxes, offer to settle or compromise or settle or compromise any debt liability with respect to Taxes, with respect to Seller; (l) purchase any asset (other than in the ordinary course of business) for a cost in excess of $500,000; (m) make capital expenditures in an amount which exceeds $500,000 for any item or claim $1,000,000 in the aggregate; (n) incur any Liabilities, except trade payables and accrued expenses incurred in the ordinary course of the business consistent with past practice, none of which individually or waive in the aggregate, is material; (o) (i) incur or release assume any material right except long-term indebtedness or any short-term indebtedness; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (iii) other than business expenses advanced to employees in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any other Person; (p) fail to conduct its cash management customs and practices (including the timing of collection of receivables and payment of payables and other current liabilities) and maintain its books and records in the ordinary course of business consistent with past practice; (vq) enter into pay, discharge or satisfy any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, orLiabilities, other than the payment, discharge or satisfaction of any such Liabilities reflected or reserved against in the ordinary course of business, make any change in product specifications Most Recent Financial Statements or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not incurred in the ordinary course of business consistent with past practicepractice since March 31, 2008; (viiir) enter into or agree to enter into engage in any merger or consolidation with, with any other corporation (or other entity, and not engage in any new transaction having a similar effect) involving Seller or any acquisition of any business unit or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities operation (however effected) of any other Person; (ixs) except for transfers of cash pursuant to normal cash management practices(i) modify, make amend or terminate any investments in material Contract, (ii) waive, release or loans to, assign any rights or pay claims under any fees material Contract; or expenses to, or (iii) enter into any Contracts that would be required to be set forth on Schedule 4.12; (t) hire or modify terminate any Contract with employee (whether or not in the ordinary course of business) who has an annual salary in excess of $200,000; (u) permit any Affiliateinsurance policy naming it as beneficiary or a loss payee to be cancelled or terminated; (v) cancel any debts, waive any rights of value or settle any Proceeding; (w) take any action that would or is reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or in the delay in the satisfaction of any such condition; or (x) agree commit, whether in writing or otherwise, to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties foregoing, or authorize, recommend, propose or announce an intention to do any of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Dateforegoing.

Conduct of the Business Pending the Closing. From the date hereof until the earlier of the Closing Date and the termination of this Agreement, except (aA) Except as set forth on Schedule 5.1, (B) as required by applicable Law, (C) as otherwise expressly contemplated by this Agreement or the other Transaction Documents or (D) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), each Seller (1) shall cause the PurchaserAcquired Companies to use their Best Efforts to conduct the Business, in all material respects, in the Seller shallOrdinary Course of Business, and (2) shall not, and shall cause each Acquired Company to not: (a) transfer, issue, sell, authorize, sell encumber or dispose of any equity interests of any Acquired Company or grant options, warrants, calls or other rights to purchase or otherwise acquire equity securities of or any stock appreciation, phantom stock or other similar right with respect to any Acquired Company, provided that the foregoing restrictions shall not apply to any securities of a joint venture formed on or after the date hereof; (b) effect any recapitalization, reclassification or any other change in the capitalization of any Acquired Company; (c) adopt a plan of complete or partial liquidation, dissolution or other reorganization with respect to any Acquired Company; (d) except as required by applicable Law, amend the Organizational Documents of any Acquired Company (whether by merger, consolidation or otherwise); (e) make any material change in any method of accounting or accounting practice of any Acquired Company, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants, or as required by applicable Law; (f) permit any Acquired Company to acquire by merging or consolidating with, or purchasing substantially all the assets of, any corporation, partnership, association or other business organization or division thereof, provided that the foregoing restrictions shall not apply to the formation of a joint venture, or the transfer of assets to a joint venture (whether now or hereafter existing), with any protégé firm for which an Acquired Company is a mentor under the Small Business Administration’s Mentor-Protégé program; (g) sell, lease, sublease, mortgage, pledge or otherwise encumber or dispose of any of the material properties or assets of the Acquired Companies, except in the Ordinary Course of Business or as described in the exception set forth in clause (f) above; (h) enter into any Contract materially limiting in any way the ability of the Acquired Companies to compete with any Person in any geographic location or any line of business; (i) conduct subject to Section 11.12, implement any plant closing or layoff of employees of the Acquired Companies that would be reasonably expected to implicate the WARN Act (or any similar state, local or foreign Law) with respect to the Acquired Companies; (j) make any loan or enter into any transaction with any of its business only officers, directors, partners or Affiliates other (i) than arms length transactions consistent with past practice, (ii) cash dividends or (iii) pursuant to Material Contracts listed on Schedule 3.13; (k) terminate or modify in any material and adverse respect any Material Contract, or any government license, permit or other authorization, other than, in each case, (i) in the ordinary course Ordinary Course of Business, (ii) as required by applicable Law, or (iii) as required by the terms of any Contract to which an Acquired Company is a party (to the extent such Contract is set forth on the Disclosure Schedule or is entered into in accordance with this Agreement); (l) enter into any new, or amend any existing, Material Contracts (including, without limitation, any real property lease agreements, other than project or client-paid offices or permanent offices where the annual base rent is less than $1,000,000, and collective bargaining agreements), except (i) any of the foregoing in the Ordinary Course of Business and consistent in all material respects with past practice, (ii) for commitments relating to capital expenditures consistent with the budget provided to Buyer prior to the date hereof), (iii) as required by applicable Law, or (iv) as required by the terms of any Contract to which an Acquired Company is a party (to the extent such Contract is set forth on the Disclosure Schedule or is entered into in accordance with this Agreement); (m) establish or amend any pension, retirement, profit sharing or stock bonus plan or Multiemployer Plan covering the employees of the Acquired Companies; (n) increase the compensation, incentive arrangements or other benefits of any officers or employees of the Acquired Companies, except for annual increases made in the Ordinary Course of Business consistent with past practice; (iio) use its best efforts discharge or hire any Person as an officer of an Acquired Company or to serve in any executive capacity with the Acquired Companies, other than, in each case, (Ai) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course Ordinary Course of business Business and on terms and conditions consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted)required by applicable Law, any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose as required by the terms of any of its material properties Contract to which an Acquired Company is a party (to the extent such Contract is set forth on the Disclosure Schedule or assets (except for fair consideration is entered into in the ordinary course of business consistent accordance with past practicethis Agreement);; or (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (vp) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 5.1; provided, however, that, the foregoing notwithstanding, Sellers and/or the Acquired Companies may, prior to the Closing, use all or anything which would make any portion of available cash or cash equivalents to, prior to the Closing, (A) repay any Indebtedness of the representations Acquired Companies or (B) declare and warranties pay cash dividends with respect to the capital stock of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateAcquired Companies.

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (i) as set forth on Schedule 7.2(a), (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the PurchaserParent (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall, and shall cause its Subsidiaries to: (i) conduct the respective businesses of the Company and its business Subsidiaries only in the ordinary course consistent with past practice;Ordinary Course of Business; and (ii) use its best commercially reasonable efforts to (A) preserve its the present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company and its Subsidiaries, (B) preserve the present relationships with customers and suppliers of the Company and its present relationship with Persons having business dealings with it; Subsidiaries, (iiiC) maintain (A) all of its assets insurance coverage on such terms and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect substantially as maintained on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, Agreement and (CD) comply with all contractual keep available the services of the current officers and other obligations applicable to key employees of the Company and its operation; and (v) comply in all material respects with applicable LawsSubsidiaries. (b) Except (i) as set forth on Schedule 7.2(b), (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the PurchaserParent (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall not, and shall not permit its Subsidiaries to: (i) except for trade payables and for indebtedness for borrowed money incurred declare, set aside, make or pay any dividend or other distribution in respect of the ordinary course capital stock of business and consistent with past practicethe Company or repurchase, borrow monies for any reason redeem or draw down on any line of credit or debt obligationotherwise acquire, or become grant any rights or enter into any Contracts or commitments to repurchase, redeem or acquire, any outstanding shares of the guarantorcapital stock or other securities of, suretyor other ownership interests in, endorser the Company or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Personits Subsidiaries; (ii) subject to issue or sell any Lien shares of capital stock or other securities of the Company or any of its Subsidiaries (except for liens that do not materially impair any issuance made pursuant to the use exercise of any Option) or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the property subject thereto in their respective businesses as presently conducted), capital stock or other securities of the Company or any of its properties or assets (whether tangible or intangible)Subsidiaries; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries; (iv) amend the certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries; (v) except as set forth in Schedule 7.2(b), (A) increase the annual level of compensation of any director, officer, employee or consultant of the Company or any of its Subsidiaries (except increases in salaries and wages of non-officer employees and consultants in the Ordinary Course of Business), (B) grant any bonus, equity or equity-based compensation, severance, benefit or other direct or indirect compensation to any director, executive officer, employee or consultant, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other Company Benefit Plan or otherwise modify or amend or terminate any such Company Benefit Plan, (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the Company or any of its Subsidiaries is a party or involving any employee, consultant or director of the Company or any of its Subsidiaries that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, or (E) hire or terminate any executive officer or vice president of the Company or any of its Subsidiaries, except, in each case, as required as of the date of this Agreement by the terms of any Company Benefit Plans; (vi) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of its the material properties or assets of the Company or any of its Subsidiaries (except for fair consideration sales and non-exclusive licenses of products and sales in the ordinary course Ordinary Course of business consistent with past practiceBusiness or the disposal of obsolete or worthless assets); (ivvii) make any loan, advance or capital contribution to or investment in any Person (other than (A) loans, advances or capital contributions to or investments in a Subsidiary of the Company and (B) routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 to any individual employee); (viii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right except in of the ordinary course Company or any of business consistent with past practiceits Subsidiaries or permit any such right to lapse; (vix) enter into initiate, compromise or settle (A) any commitment Legal Proceeding (other than in connection with the enforcement of the Company's rights under this Agreement), other than non-material Legal Proceedings, or (B) any material claim under any insurance policy for capital expenditures in excess the benefit of $5,000 for the Company or any individual commitment and $20,000 for all commitments in the aggregateof its Subsidiaries; (vix) introduce enter into, modify or terminate any material change with respect to its operation, including any material change in the types, nature, composition labor or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, collective bargaining agreement or, other than in the ordinary course of businessthrough negotiations or otherwise, make any change in product specifications commitment or prices or terms of distributions of such productsincur any Liability to any labor organizations; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiixi) enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities or any division, business or all or substantially all of the assets of any other Person; (ixxii) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any AffiliateStockholder or any Affiliate of any Stockholder; (xiii) except to the extent required by Law, make, change or rescind any election relating to Taxes, change any method of Tax accounting, file any amended Tax Return, or settle or compromise any claim, investigation, audit or controversy relating to an amount of Taxes, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund; (xiv) except to the extent required by Law or GAAP, make any material change to any of its methods of accounting or methods of reporting revenue and expenses or accounting practices; (xv) grant any licenses under any Intellectual Property of the Company and its Subsidiaries (other than non-exclusive licenses granted in the Ordinary Course of Business); (xvi) enter into any joint venture, general or limited partnership agreement, limited liability company agreement or other similar agreement or any material joint development agreement; (xvii) enter into any new Contract that would be a Material Contract if entered into on or prior to the date hereof or, except as required by their terms, terminate or amend, or modify any Material Contract or any such new Contract; (xviii) incur (A) any Indebtedness (other than borrowings in the Ordinary Course of Business under the Company's existing revolving credit facility) or (B) any Lien (other than Permitted Exceptions) on any asset or properties (whether tangible or intangible) of the Company or any of its Subsidiaries (other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business); (xix) amend, extend, renew or permit to lapse existing insurance policies or enter into new insurance policies, except in either case on such terms and for such amounts as is consistent with past practice; (xx) enter into any Contract with any Person which provides such Person rights or entitlements in connection with a change of control of the Company or any of its Subsidiaries; or (xxxi) agree or commit to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Date7.2(b).

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing Date, except (i) as required by applicable Law, (ii) as required or otherwise expressly contemplated by this Agreement or the Transaction Documents, (iii) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed; provided, that the Purchaser, consent of Purchaser shall be deemed to have been given if Purchaser does not object in writing within five (5) Business Days from the date on which written request for such consent is provided by the Seller to Purchaser), Seller shall: , and shall cause its Affiliates to use its reasonable best efforts to, (i) conduct its business only the Business, in all material respects, in the ordinary course consistent with past practice; Ordinary Course, (ii) use its best efforts to (A) preserve its present business operationsthe Assets substantially intact, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all preserve the material relationships of the Business with its assets and properties in their current conditioncustomers, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its booksvendors, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accountsGovernment Authorities, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Lawsemployees. (b) Except Prior to the Closing Date, other than (i) as required by applicable Law, (ii) as required or otherwise expressly contemplated by this Agreement or the Transaction Documents, or (iii) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed; provided, that the consent of Purchaser shall be deemed to have been given if Purchaser does not object in writing within five (5) Business Days from the date on which written request for such consent is provided by Seller to Purchaser), the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practicemortgage, borrow monies for pledge or subject any reason or draw down on Assets to any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability Encumbrance (contingent or otherwise) of any other Personthan Permitted Encumbrances); (ii) subject sell, lease, assign, or transfer (including transfers to an Affiliate) any Lien (except for liens that do not materially impair the use portion of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible)Assets; (iii) acquire enter into, make any material properties amendments, or assets terminate any lease, contract, agreement, or sellcommitment, assign, transfer, convey, lease or otherwise dispose of taken any of its material properties other action or assets (except for fair consideration in the ordinary course of business consistent with past practice)entered into any other transaction; (iv) cancel engage in any promotional sales or compromise any debt discount or claim other activity with customers that has, or waive or release any material right except would reasonably be expected to have, the effect of materially accelerating to pre-Closing periods sales that would otherwise be expected to occur in the ordinary course of business consistent with past practicepost-Closing periods; (v) enter into engage in any commitment for capital expenditures in excess activity that has, or would reasonably be expected to have, the effect of $5,000 for accelerating to pre-Closing periods the payment of any individual commitment and $20,000 for all commitments in the aggregatecommissions; (vi) introduce enter into any other material transaction, or materially change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such productsbusiness practice; (vii) enter into hire or terminate any transaction employee, or make or enter into encourage any Contract which by reason of its size or otherwise is not in employee to resign from the ordinary course of business consistent with past practiceCompany; (viii) enter into incur any Liabilities or agree incurred or become subject to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Personmaterial liabilities; (ix) except for transfers discharge or satisfy any Liabilities or paid any material obligation or liability, other than current liabilities paid in the Ordinary Course, or prepaid any amount of cash pursuant Debt; (x) make or commit to normal cash management practices, make any investments payments or other transfers in or loans toconnection with, or pay any fees or expenses toin contemplation of, or enter into or modify any Contract with any Affiliatethe transactions contemplated by this Agreement; or (xxi) agree to do anything prohibited by this Section 5.2 or anything which would make take any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Dateforegoing actions.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall, and shall cause TECHTOM to: (i) conduct its Conduct the business of TECHTOM only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of TECHTOM and (B) preserve its present relationship with Persons parties having business dealings with it;TECHTOM; and (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply Comply in all material respects with applicable Lawslaws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall not, and shall cause TECHTOM not to: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course Transfer, issue, sell or dispose of business and consistent with past practiceany shares of capital stock or other securities of TECHTOM or grant options, borrow monies for any reason warrants, calls or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser other rights to purchase or otherwise liable for any debt, obligation acquire shares of the capital stock or liability (contingent or otherwise) other securities of any other PersonTECHTOM; (ii) subject Amend any of the formation documents of TECHTOM; (iii) Subject to any Lien lien (except for liens leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its the properties or assets (whether tangible or intangible)) of TECHTOM; (iiiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practiceTECHTOM; (v) enter Enter into any commitment for capital expenditures in excess out of $5,000 for any individual commitment and $20,000 for all commitments in the aggregateordinary course; (vi) introduce any material change with respect Permit TECHTOM to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiivii) Permit TECHTOM to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (ixviii) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree Agree to do anything prohibited by this Section 5.2 6.2 or anything which would make any of the representations and warranties of the Seller Sellers in this Agreement or the Seller Documents any other agreement referenced herein untrue or incorrect in any material respect as of any time through and including the Closing DateClosing.

Conduct of the Business Pending the Closing. Prior to the Closing, except (a) Except as set forth on Schedule 7.2, (b) as required by applicable Law, (c) as otherwise expressly contemplated by this Agreement or (d) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, the Seller delayed or conditioned), Sellers shall: (i) continue to conduct its business only the Business, update and maintain the Database and provide the Products and Third Party Products, in each case, in the ordinary course consistent with past practice;Ordinary Course of Business; and (ii) use its best their commercially reasonable efforts to (A) preserve its the present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Business, and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects the present relationships with applicable Laws. employees, customers and suppliers and others having a business relationship with the Business. Additionally, prior to the Closing, except (a) as set forth on Schedule 7.2, (b) Except as required by applicable Law, (c) as otherwise expressly contemplated by this Agreement or (d) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, the Seller delayed or conditioned), Sellers shall not, solely as it relates to the Business: (i) incur any obligation or Liability except for trade payables and for indebtedness for borrowed money incurred or business obligations or Liabilities, other than in the ordinary course Ordinary Course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other PersonBusiness; (ii) subject to discharge or satisfy any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), on any of its assets or properties or pay any Liability or obligation with respect to the Business other than in the Ordinary Course of Business, or fail to pay or discharge when due any Liabilities or obligations; (iii) create, incur, assume or guarantee any Indebtedness, make any investment in or advance or loan to any Person, or mortgage, pledge or subject any of its assets or properties (whether tangible or intangible)) as they relate to the Business to any conditional sales Contract or any other Liens of any nature; (iiiiv) acquire sell or commit to sell or assign, transfer or lease or sublease any material properties or of its assets or properties related to the Business, other than the sale or lease of goods or products as they relate to the Business, other than in the Ordinary Course of Business; (v) (A) grant or increase any retention, severance or termination pay or benefits to (or amend any Retention Agreements, Severance Agreements or any other similar arrangement with) any directors, officers or employees who would constitute Business Employees on the date hereof; (B) enter into any employment, deferred compensation or other similar arrangement with any directors, officers or employees who would constitute Business Employees on the date hereof; (C) establish, adopt or amend any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any directors, officers or employees who would constitute Business Employees on the date hereof; or (D) grant any increase in the compensation or other benefits of directors, officers or employees who would constitute Business Employees on the date hereof, except, in each case, in the Ordinary Course of Business, or as required by applicable Law from time to time in effect or by any of the Seller Benefit Plans, or otherwise modify, supplement or replace any Seller Benefit Plan, other than, in each case, in the Ordinary Course of Business, or as required by applicable Law from time to time in effect or by any of the Seller Benefit Plans; (vi) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered, any of the Purchased Assets; (vii) sell, assign, transfer, convey, lease transfer or otherwise dispose of any of its material properties or assets Purchased Assets (except pursuant to existing contracts, for fair consideration in the ordinary course Ordinary Course of business consistent with past practiceBusiness or for the purpose of disposing of obsolete or worthless assets); (ivviii) cancel cancel, compromise, modify or compromise waive any debt or claim or waive or release any material right except or obligation of Sellers that constitutes a Purchased Asset or Assumed Liability, including any Accounts Receivable, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (vix) enter into any commitment for capital expenditures in excess of $5,000 25,000 for any individual commitment and $20,000 50,000 for all commitments in the aggregate; (vix) introduce enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Business, or the ability of any Seller or Purchaser, to compete with or conduct any business or line of business in any geographic area; (xi) terminate, amend, restate, supplement, modify or waive any material rights or obligations under any (A) Material Contract, Real Property Lease, Personal Property Lease or Intellectual Property License or any other Purchased Contract, or (B) Transferred Permit; (xii) change with respect any of the methods of accounting or accounting practices or classification of assets or liabilities (other than any changes required by GAAP), or fail to maintain its operation, including books of account in the Ordinary Course of Business; (xiii) make any material change in its practices, operations or policies with respect to the types, nature, composition or quality methods of its products selling goods or services, experience any material change in any contribution other methods for accounting for sales, the realization of its product lines to its revenues revenue, the conduct of accounts receivable collection or net income, or, other than in accounts payable payment activities or the ordinary course maintenance of business, make inventory or supply levels; (xiv) implement or adopt any change in product specifications its Tax methods, principles or prices or terms of distributions of such products; elections (vii) enter into other than any transaction or make or enter into any Contract which changes required by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliateapplicable Law); or (xxv) agree or commit to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateSection.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall: (i) conduct its business only in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 10,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateEffective Time.

Conduct of the Business Pending the Closing. (a) Except Subject to any obligations as debtors in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court, from the date hereof until the Closing Date, the Seller shall conduct the Business substantially in the manner as conducted on the date of this Agreement. Without limiting the generality of the foregoing, subject to any obligations as debtors in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), from the Purchaserdate hereof until the Closing Date, the Seller shall: (ia) conduct its business only Use, preserve and maintain the Acquired Assets in the ordinary course consistent with past practiceOrdinary Course of Business and not cause material damage to or destruction or loss of any of such Acquired Assets; (iib) use its best efforts Continue to (A) preserve its present business operations, organization (including, without limitation, management and maintain the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that covering the Acquired Assets in effect on as of the date of this Agreement; (Ac) maintain its books, accounts Pay all debts and records obligations incurred by it in the ordinary course operation of business consistent with past practicesthe Business in the Ordinary Course of Business; (d) Not commit any act, or fail to make any payment or perform any act, which would cause or result in a material breach of any of the Material Acquired Contracts; (Be) continue Except as contemplated by Section 3.3 and except for sales of inventory in the Ordinary Course of Business, not enter into any agreement or agreements for the sale of any of the Acquired Assets; (f) Not create, assume or permit to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operationexist any Lien upon the Acquired Assets except for Permitted Encumbrances; and (vg) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or Maintain levels of Inventory at the Williamston Facilities generally consistent with the prior written consent Seller’s past practices in their operation of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateBusiness.

Conduct of the Business Pending the Closing. During the Interim Period, except (a) Except as set forth in the corresponding section of Section 6.02 of the Company Disclosure Schedules; (b) as required by applicable Law; (c) as otherwise expressly contemplated required by this Agreement (including the Internal Restructuring) or the other Transaction Documents; or (d) with the prior written consent of the PurchaserBuyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Acquired Companies shall not, and Seller shalland the Company shall cause the Acquired Companies to not: (i) conduct its business only in transfer, issue, grant, deliver, sell, authorize, encumber, propose, enter into or dispose of (i) any Equity Interests of any Acquired Company, (ii) any options, warrants, calls or other rights to purchase or otherwise acquire Equity Interests of any Acquired Company, or any rights or other securities or instruments convertible into, or exchangeable or exercisable for, any of the ordinary course consistent foregoing, (iii) any stock appreciation, phantom stock or other similar right with past practicerespect to any Acquired Company or (iv) any Contracts obligating an Acquired Company to issue any Equity Interests of any Acquired Company; (ii) use its best efforts to (A) preserve its present business operationseffect any recapitalization, organization (includingreclassification, without limitation, management and equity split or any other similar change in the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with itcapitalization of any Acquired Company; (iii) maintain declare, set aside or pay any dividend or other distribution in respect of its Equity Interests, or redeem or purchase any of its Equity Interests or change any rights, preferences or privileges of any of its outstanding Equity Interests, except for cash distributions required by the Organizational Documents of the Company or any Subsidiary of the Company that is wholly owned by the Company that are paid in full prior to the time at which Closing Cash is measured. (iv) (A) all adopt a plan of complete or partial liquidation, dissolution, consolidation, reorganization, restructuring, merger or other reorganization with respect to any Acquired Company, or allow any of the foregoing to occur, or (B) file a petition in bankruptcy under any provisions of any applicable bankruptcy Law on behalf of any Acquired Company or consent to the filing of any bankruptcy petition against any Acquired Company under any similar Law; (v) amend the Organizational Documents of any Acquired Company (including by merger, consolidation or otherwise); (vi) (A) make any change in the accounting period or any method, principles or practices of the accounting of any Acquired Company (including any change in depreciation, amortization, cash management policies or the collection and treatment of accounts receivable as generally applied to the Company’s customers) or (B) revalue any of its assets and properties or change in their current conditionany material respect the policies or practices regarding accounts receivables or accounts payable or fail to manage working capital in accordance with past practices (including writing down the value of inventory, ordinary wear and tear excepted and if applicable, or writing off notes or accounts receivable otherwise than in the Ordinary Course of Business), except, in each case, as required by changes in GAAP or by applicable Law; (vii) make any material Tax election, file any material amended Tax Return, settle or compromise any material Tax liability, enter into any closing agreement with respect to any material Tax, surrender any right to claim a material Tax refund or incur any material Tax liability, or consent to any extension or waiver of the statute of limitations period applicable to any material Tax, Tax Return or claim for Tax; (viii) (A) acquire or agree to acquire, directly or indirectly by merging or consolidating with, or by purchasing or licensing a substantial portion of the assets of, or by any other manner, (x) any business or any corporation, partnership, association or other business organization or division thereof or (y) any Equity Interests in any Person or (B) insurance upon all otherwise acquire or agree to acquire any assets other than (1) inventory acquired in the Ordinary Course of its Business and (2) capital assets acquired in accordance with the capital expenditure budget set forth in Section 6.01(c) of the Company Disclosure Schedules; (ix) enter into any Contract with respect to a joint venture, strategic alliance or partnership; (x) sell, lease, sublease, license, mortgage, pledge or otherwise encumber or dispose of any of the tangible properties or assets of the Acquired Companies, including the Leased Premises, except sales of assets or inventory in the Ordinary Course of Business; (xi) (i) sell, transfer, assign, or otherwise dispose of, (ii) abandon, cancel, forfeit, permit to lapse, fail to renew or fail to continue to prosecute, protect or defend, (iii) grant any license (other than non-exclusive licenses of Intellectual Property granted to customers or end users for the use by such customers or end users of the Acquired Companies’ services, in each case, entered into in the Ordinary Course of Business), or (iv) subject to any Lien (other than a Permitted Lien or Liens that will be extinguished in connection with the Closing pursuant to a Payoff Letter), in each case of (i)-(iv), any Company Intellectual Property; (xii) enter into any Contract to lease, license, use, own or operate any real property that is or would be material to the Business, taken as a whole, except in the Ordinary Course of Business; (xiii) hire or terminate (other than for cause) the employment of any employee of the Acquired Companies with a base salary above $175,000; (A) modify, extend, or enter into any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council (collectively, a “Union”), (B) recognize or certify any Union or group of employees as the bargaining representative of any of the employees of the Acquired Companies, (C) enter into any neutrality agreement or remain neutral in any Union organizing campaign, or (D) settle any labor grievances regarding any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any Union or unfair labor practice charges, file any unfair labor practice charges, or any other action similar to the foregoing (except to the extent that (I) Seller would be solely responsible for any settlement costs and assets expenses of grievances arising from acts or omissions that occurred prior to the Closing, including attorneys’ fees and expenses, or (II) such settlement is equal to or less than $150,000, in such amounts and each case, with respect to any Acquired Company or any of such kinds comparable to their current or former employees, directors, independent contractors, consultants or other service providers); (xv) except in the Ordinary Course of Business or as required by an Employee Benefit Plan listed on Section 3.15(a) of the Company Disclosure Schedules, (A) establish, adopt, enter into, terminate or materially amend any Employee Benefit Plan or plan, program, policy, practice, agreement or arrangement that would be an Employee Benefit Plan if it had been in effect on the date of this Agreement; (B) grant or pay, or commit to grant or pay, any (I) bonus, incentive or other similar payment or benefit, or (II) equity or equity-related award or profit-sharing award or other similar payment or benefit; (C) increase, or commit to increase, the amount of wages, salary, bonuses, commissions, fringe benefits, severance or other compensation, benefits or remuneration payable to any current or former employee or director of, or individual service provider to, any of the Acquired Companies; or (D) take any action to accelerate any payment or benefit, the vesting or payment of any equity, equity-based or non-equity based award or the funding of any payment or benefit, payable or to become payable to any current or former employee or director of, or individual service provider to, any Acquired Company; (Axvi) materially change the amount of, or terminate or fail to maintain its booksor materially amend or modify, accounts and records Insurance Policy to lapse, in the ordinary course of business consistent with past practiceseach case, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of unless such accounts, and (C) comply with all contractual and other obligations applicable to its operation; andInsurance Policy is replaced by a substantially comparable policy; (vxvii) comply materially change the manner in all material respects with applicable Laws.which it extends warranties, discounts or credits to customers; (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (ixviii) except for trade payables and for indebtedness for borrowed money incurred Indebtedness that is repaid prior to the Closing or will otherwise be reflected in the ordinary course Closing Indebtedness Amount, incur any Indebtedness (or issue any debt securities) or assume, guarantee or endorse any Indebtedness of business and consistent with past practice, borrow monies for (or any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangiblesecurities issued by); (iiixix) acquire (A) amend, violate, terminate, cancel, fail to exercise an expiring renewal option or materially modify or accelerate or waive any material properties term or assets or sell, assign, transfer, convey, lease or otherwise dispose right of any Material Contract (other than termination upon any expiration of any Material Contract in accordance with its material properties terms where no renewal option was available), or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (vB) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, a Material Contract other than in the ordinary course Ordinary Course of business, make any change in product specifications or prices or terms of distributions of such productsBusiness; (viixx) enter into any transaction with Seller or any Affiliate of Seller or any Company Related Party that, if entered into prior to the date hereof, would be required to be disclosed in Section 3.12(a)(xv) or Section 3.19 of the Company Disclosure Schedules; (xxi) defer payment of any accounts payable (other than in the Ordinary Course of Business) or make any discount, accommodation or other concession (other than in the Ordinary Course of Business) in order to accelerate or induce the collection of any receivable; (xxii) create, subject to or place any Lien (other than a Permitted Lien or Liens that will be extinguished in connection with the Closing pursuant to a Payoff Letter) on any of its assets, rights or properties; (xxiii) (A) lend any money, other than reasonable and normal advances to employees for bona fide expenses, (B) make any investments in or capital contributions to, any Person or (C) forgive or discharge in whole or in part any outstanding loans or advances; (xxiv) cancel, release or assign any material Indebtedness owed to any Person except pursuant to a Payoff Letter; (xxv) implement any employee layoffs that would reasonably be expected trigger the WARN Act; (xxvi) enter into a new line of business or abandon or discontinue any existing line of business; (xxvii) create any Subsidiary of the Company or any of its Subsidiaries; (xxviii) compromise, settle or agree to compromise or settle any Proceeding or investigation other than any settlement that (i) provides solely for money damages payable by any of the Acquired Companies that are paid in full prior to the time at which Closing Cash is measured and (ii) does not involve any injunctive or other non-monetary relief or impose restrictions on the Acquired Companies that would be binding on Buyer or any of the Acquired Companies following the Closing; or (xxix) resolve, announce an intention, authorize, commit, agree or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which 6.02. For purposes of this Section 6.02, “Material Contract” includes any Contract arising subsequent to the date hereof that would make any of have been required to be listed on the representations and warranties of Company Disclosure Schedules pursuant to Section 3.12 had such Contract been in effect on the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Datedate hereof.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent any Ancillary Agreement, as set forth in Section 4.01(a) of the PurchaserSeller Disclosure Letter, as required by applicable Law or as expressly consented to in writing by Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Closing (the “Pre-Closing Period”), Seller will, and will cause each of its Subsidiaries to, (i) conduct the Business in the ordinary course of business in all material respects consistent with past practice, (ii) use reasonable best efforts to preserve in all material respects the material business relationships of the Business with customers, suppliers, landlords, lessors, employees, Governmental Authorities and others with whom the Business deals in the ordinary course of business (such Persons, “Business Associates”), and (iii) maintain the Acquired Assets in good operating condition and repair and in a manner that is consistent with past practice. (b) Without limiting the generality of Section 4.01(a), and except as contemplated or permitted by this Agreement or any Ancillary Agreement, as set forth in Section 4.01(b) of the Seller shallDisclosure Letter, as required by applicable Law or as consented to in writing by Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Seller will not, nor will it permit any of its Subsidiaries to: (i) conduct its business only in sell, pledge, dispose of, transfer, lease, sublease, license, guarantee or encumber, or authorize the ordinary course consistent with past practice; sale, pledge, disposition, transfer, lease, sublease, license, guarantee or encumbrance on, all or any portion of the Transferred Sites or any other material Acquired Assets (ii) use its best efforts to or Assets that would have been Acquired Assets but for such transfer or disposition), other than (A) preserve its present business operationswith respect to Transferred Customer Contracts, organization as expressly permitted pursuant to clause (includingvi) below, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all dispositions of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records obsolete equipment in the ordinary course of business consistent with past practicespractice or (C) dividends of cash from any Acquired Entity; (ii) (A) issue, sell, transfer, pledge or dispose of any equity interests in any Acquired Entity or (B) split, combine, reclassify, redeem, repurchase, acquire (directly or indirectly) or encumber any equity interests in any Acquired Entity (including any security convertible into or exchangeable for any equity interests in any Acquired Entity), in each case other than any such action in connection with the formation of the Acquired Entities in accordance with this Agreement; (iii) in the case of each of the following to the extent it relates solely to the Acquired Entities or the Transferred Sites, (A) make a material change in its accounting or Tax reporting principles, methods or policies, except as required by a change in applicable Law or GAAP, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting make, change or accelerating payment revoke any material Tax election or method of such accountsaccounting on which Tax reporting is based, and or (C) comply enter into any settlement or otherwise compromise any claim or proceeding for a material amount of Taxes, unless, with all contractual and other obligations applicable respect to clauses (A) through (C), any such action would have no material effect on the Tax liability of Acquiror or any of its operation; andAffiliates for any Post-Closing Tax Period; (viv) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in initiate any Tax Reduction Proceeding outside the ordinary course of business and consistent inconsistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (iiv) subject with respect to any Lien the Business Employees, not (A) increase the compensation of such Business Employees individually or in the aggregate, except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practicepractice or as required pursuant to the terms of the Collective Bargaining Agreements or any agreements or plans currently in effect and listed in Section 2.11(c) of the Seller Disclosure Letter; provided, however, that Seller may increase benefits for Business Employees as a result of the amendment of any Compensation and Benefit Plan to the extent such increase applies generally to participants under such Compensation and Benefit Plan, including any employees who are similarly situated to the Business Employees but who are not Business Employees, (B) enter into any new employment or severance agreements with any such Business Employee (it being understood and agreed that Seller will not be restricted from making changes to severance programs that affect Seller’s employees generally, unless such changes disproportionately affect Business Employees as compared to other of Seller’s employees), or (C) without first consulting with Acquiror, hire any new Business Employee prior to the Closing Date, except for a new hire replacing a Former Business Employee whose base compensation is no more than 15% higher than the Former Business Employee the new employee is replacing; (ivvi) cancel or compromise amend, modify, accelerate, terminate, cancel, grant any debt or claim or waive waiver or release or assign any material right rights or claims under any Material Contract (excluding expirations pursuant to the terms of such Material Contracts), except for Material Contracts (other than Transferred Real Property Leases or Transferred Tenant Leases) in the ordinary course of business consistent with past practice; (vvii) enter into or renew (other than renewals at the sole option of the other party thereto) any Contract that would be a Material Contract if in effect on the date hereof, other than (A) entry into or renewal of Transferred Customer Contracts and Shared Customer Contracts that are both (1) on commercially reasonable terms in respect of the Business and (2) in the ordinary course of business consistent with past practice, (B) renewals of Government Contracts or other Contracts pursuant to the exercise of renewal rights or options by the counterparty thereto, and (C) renewals of Transferred Supplier Contracts in the ordinary course of business consistent with past practice; provided, however, that Seller shall take the action set forth in Section 4.01(b)(vii) of the Seller Disclosure Letter; (viii) enter into any commitment for capital expenditures Transferred Customer Contract or Shared Customer Contract that requires payment by the customer prior to the Closing of installation or signing fees in respect of the Business in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate5,000; (viix) introduce allow any material change Acquired Entity to (A) incur, assume or guarantee any Indebtedness, (B) make any capital contributions to or investments in, or acquire any equity interests in, any other Person, or (C) acquire any interest in real property other than pursuant to Section 1.01; (x) (A) commit to make any capital expenditure with respect to its operation, including the Business exceeding the budgeted capital expenditures set forth in Section 4.01(b)(x) of the Seller Disclosure Letter in any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, orrespect, other than in the ordinary course of business, (B) in the case of capital expenditures for expansion projects, commit to make any change capital expenditure with respect to the Business exceeding the budgeted capital expenditures set forth in product specifications Section 4.01(b)(x) of the Seller Disclosure Letter, or prices (C) voluntarily delay or terms fail to make material capital expenditures in accordance with the budgeted capital expenditures set forth in Section 4.01(b)(x) of distributions of such productsthe Seller Disclosure Letter; (viixi) amend, permit to lapse or fail to continue in full force and effect without material modification any Business Insurance Policy (solely with respect to coverage of the Business and/or the Acquired Assets), other than modifications to the deductible amount; (xii) enter into any transaction or make or enter into any Contract which by reason of its size settlement or otherwise is not compromise or waive any material claims or material rights of the Business (other than in the ordinary course respect of business consistent with past practiceTaxes), except for any claims or rights that solely constitute Excluded Assets or Excluded Liabilities; (viiixiii) enter into adopt a plan of complete or agree to enter into any merger or consolidation withpartial liquidation, any corporation dissolution, restructuring, recapitalization or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities reorganization of any other PersonAcquired Entity, except as may be reasonably necessary to comply with Section 4.10(c); (ixxiv) amend the certificate of incorporation, bylaws or other governance documents of any Acquired Entity, except for transfers of cash pursuant as may be reasonably necessary to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract comply with any AffiliateSection 4.10(c); or (xxv) agree authorize, commit to, resolve or agree, in writing or otherwise, to do anything prohibited by this Section 5.2 or anything which would make take any of the representations foregoing actions. (c) Seller and warranties of the Seller Acquiror acknowledge and agree that nothing contained in this Agreement is intended to give Acquiror or any of its Affiliates, directly or indirectly, the right to control or direct the operations of the Business or the Seller Documents untrue or incorrect in any material respect as of any time through and including Acquired Entities prior to the Closing DateClosing.

Conduct of the Business Pending the Closing. 6.2.1 Pending the Closing the Seller and/or Contab shall ensure that, unless otherwise agreed by the Buyer in writing: (a) Except as otherwise expressly contemplated by this Agreement the Company shall carry on its business in the Ordinary Course of Business consistent with past practice and shall not make (or with agree to make) any payment other than routine payments in the prior written consent Ordinary Course of Business; (b) the Company shall take all reasonable steps to preserve and protect its Assets and Seller and/or Contab shall notify Buyer promptly of any material damage to or destruction of the PurchaserAssets; (c) no dividend or other distribution shall be declared paid or made by the Company, other than the Seller shall:Hotel Dividend and the Pre-Sale Dividend; (d) no share or loan capital shall be allotted or issued or agreed to be issued by the Company; (e) the Company shall not satisfy or discharge any lien, or pay any loan, obligation or other liability other than current liabilities incurred in the Ordinary Course of Business; (f) the Company shall not make any general wage or salary increase or increase in the compensation payable or to become payable to any officers, management or employees including pension benefits; (g) the Company shall not mortgage, pledge, charge or subject to lien or encumbrance any of its Assets; (h) the Company shall not sell or transfer any of its Assets or pre pay or cancel any debts or claims in either case having a value in excess of US$ 100,000 except, in each case, in the Ordinary Course of Business; (i) conduct its business only in the ordinary course consistent with past practiceCompany shall not sell, assign or grant any Intellectual Property Rights to any person or entity; (iij) use its best efforts to (A) preserve its present business operationsthe Company shall not acquire any other business, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with itany assets for an amount in excess of $100,000 or enter into any licensing arrangements or joint venture; (iiik) maintain (A) all the Company shall not materially change the terms and conditions applicable to the sale of its assets and properties products, other than in their current conditionthe Ordinary Course of Business, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and provided that the Company shall promptly notify Buyer of such kinds comparable to that in effect on the date of this Agreement;change; 15 16 (Al) maintain its books, accounts the Company shall not borrow or lend any money of the Company other than in the Ordinary Course of Business and records there shall be no third party debt (other than debts arising in the ordinary course of business consistent with past practices, (Btrading) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment on the balance sheet of such accounts, and (C) comply with all contractual and other obligations applicable to its operationthe Company as of the Closing Date; and (vm) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller Company shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire breach any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice)contracts; (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Date.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall, and shall cause Metallicum to: (i) conduct its business Conduct the respective businesses of Metallicum only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of Metallicum and (B) preserve its present relationship with Persons parties having business dealings with it;Metallicum; and (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply Comply in all material respects with applicable Lawslaws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall not, and shall cause Metallicum not to: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course Transfer, issue, sell or dispose of business and consistent with past practiceany shares of capital stock or other securities of Metallicum or grant options, borrow monies for any reason warrants, calls or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser other rights to purchase or otherwise liable for any debt, obligation acquire shares of the capital stock or liability (contingent or otherwise) other securities of any other PersonMetallicum; (ii) subject Amend the Articles of Incorporation or Bylaws of Metallicum; (iii) Subject to any Lien lien (except for liens leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its the properties or assets (whether tangible or intangible)) of Metallicum; (iiiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practiceMetallicum; (v) enter Enter into any commitment for capital expenditures in excess out of $5,000 for any individual commitment and $20,000 for all commitments in the aggregateordinary course; (vi) introduce any material change with respect Permit Metallicum to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiivii) Permit Metallicum to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (ixviii) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree Agree to do anything prohibited by this Section 5.2 6.2 or anything which would make any of the representations and warranties of the Seller Sellers in this Agreement or the Seller Documents any other agreement referenced herein untrue or incorrect in any material respect as of any time through and including the Closing DateClosing.

Conduct of the Business Pending the Closing. From the Agreement Date through the Closing Date, the Company shall conduct its business (aand the Sellers shall cause the Company to conduct its business) Except as otherwise expressly contemplated by this Agreement in the ordinary course of business. Without limiting the generality of the preceding sentence, the Company shall not (and the Sellers shall not permit the Company to) directly or with indirectly, without the prior written consent of the PurchaserPurchaser Group: (a) incur any Liability, other than current Liabilities incurred in the Seller shall: ordinary and usual course of business and in amounts and of a type reasonably consistent with the Company's prior experience, or pay any Liability other than such current Liabilities and current maturities of existing long-term debt to non-Affiliated Lenders; (ib) conduct its business only assume, guarantee, endorse (except for checks endorsed in the ordinary course consistent with past practice; (iibusiness) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and or otherwise become responsible for the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligationLiabilities of, or become the guarantor, surety, endorser make any loans or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted)advances to, any of its properties or assets Person; (whether tangible or intangible); (iiic) acquire any material properties or assets or sellissue, assigngrant, transfer, convey, lease sell or otherwise dispose of any security of the Company, including any option, warrant or common stock or any other equity or debt security; (d) declare, set aside or pay any dividend (whether in cash, capital stock or property) with respect to its material properties capital stock, or assets otherwise declare or make any distribution on (except for fair consideration in including to directly or indirectly redeem, purchase or otherwise acquire) any shares of capital stock; (e) create or permit any Encumbrance on any asset or property of the ordinary course of business consistent with past practice); Company or the Shares; (ivf) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business reasonably consistent with past practice; , sell, lease, transfer or dispose of any asset or property of the Company, waive or release any rights of value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it; (vg) make any investment of a capital nature either by purchase of stock or other securities, contributions to capital, asset transfers or otherwise, or by the purchase of any assets of any Person, or authorize the creation or issuance of or issue or sell any securities or give any Person any right to acquire from it any securities; (h) enter into or terminate any Material Contract, or make any change in any Material Contract; (i) pay or agree to pay any increase in Employee compensation, commission rate, any bonus or pension or retirement allowance not required by any existing plan or Contract to any employees, or commit itself to or enter into any employment agreement or any incentive compensation, deferred compensation, profit sharing, stock option, stock purchase, savings, consultant, retirement, pension or other "fringe benefit" plan or arrangement with or for the benefit of any officer, employee or other Person or enter into any arrangement with or make any payment to any Affiliate other than payments of salary in the ordinary course in amounts consistent with prior practice; (j) permit any insurance policy naming it as beneficiary or a loss payee to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect and issued by insurers who have a rating by A.M. Best similar to such existing insurer; (k) amend its articles of incorporation or by-laws in a manner which would have a materially adverse effect on the Purchasers; (l) enter into any commitment for capital expenditures Contract to do any of the things described in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; clauses (via) introduce any material change with respect to its operation, including any material change in the types, nature, composition through (k) or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (viim) enter into any transaction or make or enter into in any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything transaction which would knowingly make any of the representations and warranties of the Seller contained in this Agreement or the Seller Documents untrue or Section 4 incorrect in any material respect as of any time through and including the Closing Date.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly During the period from the date of this Agreement and continuing until the Closing, each of the Stockholder and the Company agrees, that neither the Stockholder nor the Company shall, and shall cause the Company Subsidiaries not to, engage in any business whatsoever other than in connection with the consummation of the transactions contemplated by this Agreement or and the Merger Agreement, and shall use commercially reasonable efforts to preserve intact its business and assets, maintain its assets in good operating condition and repair (ordinary wear and tear excepted), retain the services of its officers, employees and independent contractors and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with respect to its business, unless, in any case, BBI consents otherwise in writing. (b) During the prior written consent period from the date of this Agreement and continuing until the Closing, each of the PurchaserStockholder and the Company agrees as to itself and, with respect to the Company, the Seller shallCompany Subsidiaries, that except as expressly contemplated or permitted by this Agreement, or to the extent that the other party shall otherwise consent in writing: (i) conduct It shall not amend or propose to amend its business only certificate of incorporation or by-laws or equivalent organizational documents except as contemplated in the ordinary course consistent with past practice;this Agreement. (ii) use It shall not, nor in the case of the Company shall it permit the Company Subsidiaries to, issue, deliver, sell, redeem, acquire, authorize or propose to issue, deliver, sell, redeem, acquire or authorize, any shares of its best efforts capital stock of any class or any securities convertible into, or any rights, warrants or options to (A) preserve acquire, any such shares or convertible securities or other ownership interest and, in the case of the Stockholder, shall not sell or otherwise transfer the Shares, provided that the Company shall be permitted to issue the shares of its present business operations, organization (including, without limitation, management and Common Stock to be issued to the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it;stockholders of BBI under the terms of the Merger Agreement. (iii) maintain It shall not, nor in the case of the Company shall it permit any of the Company Subsidiaries to, nor shall it propose to: (Ai) all declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its assets and properties in their current conditioncapital stock or (ii) reclassify, ordinary wear and tear excepted and (B) insurance upon all combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement;capital stock. (Aiv) maintain its books, accounts and records Other than dispositions in the ordinary course of business consistent with past practicespractice which would not cause a Material Adverse Effect, individually or in the aggregate, to it and its subsidiaries, taken as a whole, it shall not, nor shall it permit any of its subsidiaries to, sell, lease, encumber or otherwise dispose of, or agree to sell, lease (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting whether such lease is an operating or accelerating payment capital lease), encumber or otherwise dispose of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; andassets. (v) comply It shall promptly advise the other party hereto in all material respects with applicable Lawswriting of any change in the condition (financial or otherwise), operations or properties, businesses or business prospects of such party or any of its subsidiaries which would result in a Material Adverse Effect. (bvi) Except as otherwise expressly contemplated by this Agreement It shall not permit to occur any (1) change in accounting principles, methods or with the prior written consent practices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions, (2) incurrence of the PurchaserIndebtedness or any commitment to incur Indebtedness, the Seller shall not: any incurrence of a contingent liability, Contingent Obligation or other liability of any type, (i3) cancellation of any debt or waiver or release of any contract, right or claim, except for trade payables cancellations, waivers and for indebtedness for borrowed money incurred releases in the ordinary course of business and consistent with its past practicepractice which do not exceed $10,000 in the aggregate, borrow monies for any reason (4) amendment, termination or draw down on any line of credit or debt obligationrevocation of, or become a failure to perform obligations or the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) occurrence of any default under, (Y) any contract or agreement (including, without limitation, leases) to which it is or, as of December 31, 2006, was a party, other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration than in the ordinary course of business consistent with past practice); , or (ivZ) cancel any License, (5) execution of termination, severance or compromise similar agreements with any debt of its officers, directors, employees, agents or claim independent contractors or waive or release any material right except in the ordinary course of business consistent with past practice; (v6) enter entering into any commitment for capital expenditures in excess leases of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect real property or agreement to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products;acquire real property. (vii) enter into It shall not, and the Company shall not permit any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into Company Subsidiaries to, take or agree or commit to enter into take any merger or consolidation withaction, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ixi) except for transfers of cash pursuant that is reasonably likely to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of its representations or warranties hereunder inaccurate; or (ii) that is prohibited pursuant to the representations and warranties provisions of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateArticle VI.

Conduct of the Business Pending the Closing. (a) From and after the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, but subject to 0, Sellers shall, except with the consent of Buyer or as otherwise required or restricted by Law, pursuant to the Bankruptcy Code or an order of the Bankruptcy Court, (x) operate the Business in the Ordinary Course of Business and (y) without limiting the generality of the foregoing: (i) use commercially reasonable efforts to keep available the services of its officers and Covered Employees; (ii) except as related to or the result of the filing or pendency of the Bankruptcy Cases, use commercially reasonable efforts to maintain reasonably satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, vendors and other Persons having business relationships with the Business (other than payment of pre-petition claims); (iii) operate the Business and Acquired Assets, in all material respects, in compliance with all Laws applicable to the Business and Sellers. For avoidance of doubt, except as otherwise set forth in Section 2.3(c), all inventory and Merchandise designated for sale on the E-Commerce Platform shall not be offered for sale in any Store, and any inventory and Merchandise designated for sale in a Store shall not be offered for sale on the E-Commerce Platform; (iv) place orders for Merchandise in a commercially reasonable manner that is consistent with the Buying Plan; (v) without any obligation to purchase in any quantity of Merchandise for the E-Commerce Business that is not consistent with the Buying Plan, use commercially reasonable efforts to receive Merchandise ordered in accordance with purchase orders; (vi) upon the written request and at the sole cost and expense of Buyer, arrange for aircraft shipment of any Merchandise agreed to by Sellers in its reasonable discretion that is subject to an E-Commerce Order (“Aircraft Shipping Charges”); provided, however,, that Buyer shall reimburse (or at the request of Sellers directly pay) all costs and expenses associated with such aircraft shipment, including without limitation, all airplane, fuel and freight costs and associated permits, tariffs and taxes. Buyer acknowledges and agrees that any amounts paid in connection with this Section 5.2(a)(vi) shall be in addition to the Purchase Price; further provided, however, that in the event of an Alternative Transaction, Buyer will have no obligation for payment of Aircraft Shipping Charges, and Sellers shall refund, as an Administrative Expense Claim, Buyer for any reimbursements Buyer paid to Sellers on account of Aircraft Shipping Charges ; and (vii) use commercially reasonable efforts to identify and remove all Allegedly Infringing Merchandise and Violative Merchandise from the Stores, the Distribution Center and E-Commerce Business. (b) Except (i) in the Ordinary Course of Business, (ii) as required by applicable Law or by order of the Bankruptcy Court, (iii) as otherwise expressly contemplated required by this Agreement Agreement, (iv) in accordance with the Buying Plan, or (v) with the prior written consent of the PurchaserBuyer, the Seller shall: (i) conduct its business only in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller Sellers shall not: (i) subject any of the Acquired Assets to any Lien, except for trade payables permitted post-petition liens and for indebtedness for borrowed money incurred any Lien secured and granted pursuant to any debtor in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Personpossession financing order; (ii) subject terminate, permit to expire, amend or fail to renew, obtain or preserve any Lien (except for liens that do not materially impair Permit material to the use operation of the property subject thereto in their respective businesses E-Commerce Business and the Acquired Assets as presently conducted), any of its properties or assets (whether tangible or intangible)a whole; (iii) acquire make any material properties loans or assets or sell, assign, transfer, convey, lease or otherwise dispose advances outside of any the Ordinary Course of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice)Business; (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of Contract or Lease, including purchase orders, other than Contracts (but not Leases) with a value that do not exceed $5,000 for any individual commitment and 250,000 individually or $20,000 for all commitments 500,000 in the aggregate; (v) incur, create, assume, guarantee or become liable for any indebtedness for borrowed money; (vi) introduce modify, amend, supplement, transfer, or terminate any material change with respect to its operation, including any material change in the types, nature, composition Contract or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, orLease, other than in Contracts (but not Leases) which are not material to the ordinary course of business, make any change in product specifications E-Commerce Business or prices or terms of distributions of such productsthe Acquired Assets; (vii) enter into fail to maintain in full force and effect any transaction or make or enter into any Contract which by reason of its size or otherwise is not in filings necessary to maintain the ordinary course of business consistent with past practicematerial Owned Intellectual Property; (viii) enter into write up, write down or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire write off the securities book value of any assets other Personthan in the Ordinary Course of Business; (ix) except for transfers reject any Contracts or Leases other than as set forth on Section 5.2(b)(ix) of cash pursuant to normal cash management practices, the Disclosure Schedule; (x) make any investments new commitment with respect to material capital expenditures; (xi) (a) increase the rate or terms of compensation payable or to become payable to any of the officers or employees of the Sellers or (b) increase the rate or terms of any (including entering or adopting any new) bonus, pension or other employee benefit plan covering any of the officers or employees of Sellers; (xii) waive any of the rights of the Sellers under any confidentiality or non-compete provisions of any Contract; (xiii) seek to accelerate the receipt of any royalty payments or licensing or other receivables generated by the Sellers, by way of discount or otherwise; (xiv) other than acquisitions and dispositions of Merchandise in the Ordinary Course of Business, acquire, dispose of or loans totransfer any material asset, property or intellectual property right; (xv) pay, settle or compromise any material Litigation or threatened Litigation involving the Sellers, or pay commence any fees Litigation; (xvi) change accounting policies or expenses toprocedures, except as required by a change in GAAP; (xvii) invalidate or enter into cause the cancellation of any current insurance coverage (without replacement thereof) or modify fail to maintain current insurance coverage or suitable renewals thereof providing coverage substantially the same as any Contract expiring policy; (xviii) fail to file any Tax Return when due with any Affiliaterespect to the Acquired Assets or the Business; or (xxix) agree agree, whether in writing or otherwise, to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Date5.2.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Purchasers or except as described on Schedule 6.3, from the Purchaserdate hereof until the Closing Date, Sellers and the Foreign Subsidiaries: (a) shall not sell, transfer, abandon, permit to lapse or otherwise dispose of any of the assets of such Seller shall:or Foreign Subsidiary (including any Permitted Disposition) except (i) Excluded Assets and (ii) the sale of equipment not in excess of ₤100,000 individually or ₤500,000 in the aggregate and Inventory, in each case, in the Ordinary Course of Business; (b) shall conduct the Business in the Ordinary Course of Business (including payment of accounts payable, purchasing and maintaining appropriate levels of Inventory, performing all maintenance and repairs consistent with past practice, making authorized capital expenditures and collecting accounts receivable); (c) shall pay all amounts of fees, costs and expenses outstanding to the U.K. Trustees and advisers to the U.K. Trustees as of immediately prior to Closing; (d) shall not authorize, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities) other than to another Seller or Foreign Subsidiary; (e) shall not reclassify, combine, split, subdivide, redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or membership interests, or make any other change with respect to its capital structure; (f) shall not issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of its capital stock or other ownership interest in any Seller or Foreign Subsidiary or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan; (g) shall use commercially reasonable efforts (taking into account the condition of the Business and the transactions contemplated by this Agreement) to preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (h) shall not, directly or indirectly, cause or permit any state of affairs, action or omission that constitutes, or could lead to, a Material Adverse Effect; (i) conduct its business only shall not (i) grant or announce any stock option, equity or incentive awards or the increase in the ordinary course consistent salaries, bonuses or other compensation and benefits payable by any Seller to any of the employees, directors or other service providers of the Business; (ii) hire any new management employees to the Business, (iii) pay or agree to pay any pension, retirement allowance, retention, termination or severance pay, bonus or other employee benefit (including the amounts included in the Disclosed Severance Agreements or the Retention Agreements) not required by any existing Employee Benefit Plan to any employee, director or other service provider of the Business, whether past or present, (iv) enter into or amend any management contracts of employment or any management consulting, bonus, severance, retention, retirement or similar agreement (including the Disclosed Severance Agreements and the Retention Agreements prior to the payment dates in accordance with past practicetheir respective terms), or (v) except as required to ensure that any Employee Benefit Plan is not then out of compliance with applicable Law, enter into or adopt any new, or materially increase benefits under or renew, amend or terminate any existing, Employee Benefit Plan or any Collective Bargaining Agreement, Foreign Pension Scheme or Foreign Employee Benefit Plan; (iij) use shall not change in any material respects any financial accounting policies or procedures or any of its best efforts to (A) preserve its present business operationsmethods of reporting income, organization (includingdeductions or other material items for financial accounting purposes, without limitationexcept as required by GAAP, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with itSEC rule or policy or applicable Law; (k) shall not adopt any amendments to its articles of incorporation or bylaws or similar applicable charter documents; (l) shall not create any new Subsidiary; (m) shall not incur, assume, guarantee, prepay or otherwise become liable for, or modify in any material respect the terms of, any Indebtedness or incur Contingent Obligations and not to sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Lien or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets, license or otherwise), any material portion of its or its Affiliates’ properties or assets, including the capital stock or other equity interest of Foreign Subsidiaries, other than (i) pursuant to existing agreements in effect prior to the execution of this Agreement, (ii) as may be required by applicable Law or any Governmental Entity in order to permit or facilitate the consummation of the transactions contemplated by this Agreement or (iii) maintain dispositions of obsolete equipment in the Ordinary Course of Business; (An) all of its assets shall not fail to pay any Tax (other than Taxes disputed in good faith) when it becomes due and properties in their current conditionpayable; (o) shall not modify, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to amend, terminate or waive any rights under any Material Contract, or any Contract that would be a Material Contract if in effect on the date of this Agreement, in any material respect in a manner which is adverse to any Seller or Foreign Subsidiary; (Ap) maintain its books, accounts and records shall not enter into any Material Contracts other than in the ordinary course Ordinary Course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business Business consistent with past practice; (vq) shall not enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Insider of such Seller or Foreign Subsidiary; (r) shall not enter into any commitment for capital expenditures new line of business or discontinue any line of business; (s) (i) shall not settle, pay or discharge, any claim, Liability, obligation litigation, investigation, arbitration or Proceeding against such Person, except in the Ordinary Course of Business not in excess of $5,000 for any individual commitment and 50,000 individually or $20,000 for all commitments 200,000 in the aggregate; , excluding any amounts which may be paid under existing insurance policies and (viii) introduce shall not waive its rights to, discharge, settle or satisfy any material change with respect to its operationclaim, including any material change in the typesLiability or obligation (absolute, natureaccrued, composition asserted or quality of its products unasserted, contingent or services, experience any material change in any contribution of its product lines to its revenues or net income, orotherwise), other than in the ordinary course Ordinary Course of business, make any change in product specifications or prices or terms of distributions of such productsBusiness; (viit) shall not (i) take, or fail to take, any action that could reasonably be expected to result in, any loss, lapse, abandonment, invalidity or unenforceability of any material Intellectual Property; or (ii) enter into any transaction agreement with any other person that materially limits or restricts the ability of any Seller or Foreign Subsidiary to conduct certain activities or use certain assets (including any Intellectual Property); (u) shall make the capital expenditures with respect to the commitments on Schedule 6.3(u) in the period specified in Schedule 6.3(u); (v) shall not authorize, or make any commitment with respect thereto, any capital expenditure in excess of $100,000 individually or enter into any Contract which by reason of its size or otherwise is not $300,000 in the ordinary course aggregate or as set forth on Schedule 6.3(u); (w) shall make the expenditures with respect to (i) the planned closure of the Madrid facility and related costs associated with the sale of real estate and assets and severance and other facility closure costs (the “Madrid Sale”), (ii) the sale or disposal of the plant, facilities, and real property in Brussels and severance and other facility closure costs (the “Brussels Sale”) and (iii) the work force reduction and related social plan costs and costs to close or downsize the pharmaceutical packaging business (the “Pharmaceutical Rationalization”); (x) shall not fail to maintain in full force and effect material insurance policies covering any Seller or Foreign Subsidiary and their respective properties, assets and businesses in a form and amount consistent with past practice; (viiiy) enter into shall not acquire (including by merger, consolidation, or agree to enter into acquisition of stock or assets) or make any merger investment in any interest in any corporation, partnership, limited liability company, association, trust or consolidation with, any corporation or other entity, and group (as such term is used in Section 13 of the Exchange Act) or organization (including, a Governmental Entity), or any division thereof or any assets thereof; (z) shall cause the Other U.S. Subsidiaries to not engage in any new business transaction related to the Business; and (aa) shall not agree, in writing or invest in, make a loan, advance or capital contribution tootherwise, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant announce an intention, to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make take any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Dateforegoing actions.

Conduct of the Business Pending the Closing. Prior to the Closing, except (a) Except as required by applicable Law, (b) as otherwise expressly contemplated by this Agreement (including the actions taken or to be taken in connection with the consummation of the transactions contemplated hereby and the Bidding Procedures) or (c) with the prior written consent of the Purchaser, (1) the Seller shall: (i) Seller, with respect to the Business, shall and shall cause each member of the Company Group to conduct its business only the Businesses in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records material respects in the ordinary course of business consistent with past practicespractice and (2) the Seller (with respect to the Business) shall not, and shall cause each member of the Company Group not to (it being understood that Parent has the right without the consent of Purchaser to cause any of Parent’s Subsidiaries the equity interests or assets of which are not Purchased Assets to commence a Bankruptcy Case and in such event, Parent will use its commercially reasonable efforts to notify Purchaser in advance of any such Bankruptcy Case): (i) declare or pay any dividend or other cash distribution to the extent doing so would impair the ability of the Business to operate in the ordinary course; (ii) issue or sell any shares of capital stock, limited liability company membership interests or other equity ownership interests, of any member of the Company Group, or grant options, warrants or other rights to purchase any shares of capital stock, limited liability company membership interests or other equity ownership interests of any member of the Company Group; (iii) increase the compensation payable or the benefits provided to any of its officers or employees or adopt, modify, or amend any employee benefit plan, other than (A) as required pursuant to applicable Law, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting as required by the terms of Contracts or accelerating payment of such accountsemployee benefit plans or arrangements in effect on the Execution Date, and (C) comply with all contractual and other obligations applicable to its operation; and increases (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred made in the ordinary course of business and consistent with past practicepractices) in salaries, borrow monies for any reason or draw down wages and benefits of employees who (after taking into account all such increases) receive less than $500,000 per annum in annual compensation and (D) as set forth on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangibleSchedule 7.2(iii); (iiiiv) acquire enter into any material properties employment agreement not terminable at will without severance benefits other than (A) employment agreements providing for total annual compensation not to exceed $500,000 per person and $2,500,000 in the aggregate and (B) severance benefits pursuant to Parent’s existing plan in accordance with past practice; (v) sell or assets or sell, assign, transfer, convey, lease or otherwise dispose of license any of its material properties or assets assets, except (except for fair consideration A) sales and licenses in the ordinary course of business consistent business, (B) pursuant to Contracts in effect on the Execution Date, (C) dispositions of obsolete or worthless assets, (D) transfers among such Company and its Subsidiaries; (vi) subject any of its material properties to a Lien, except for Permitted Exceptions; (vii) make any acquisition (including by merger) of the capital stock, or a division or (except in the ordinary course of business) other material portion of the assets, of any other Person for consideration in excess of $5,000,000 in the aggregate; (viii) enter into any merger or consolidation with past practiceany Person; (ix) adopt a plan or agreement of complete or partial liquidation or dissolution; (x) incur any indebtedness for borrowed money having an outstanding principal amount in excess of $5,000,000 (excluding intercompany transactions with Affiliates that will be settled at or prior to the Closing); (ivxi) cancel make any new, or compromise change or revoke any debt existing, material election with respect to Taxes; file an amended Tax Return or enter into any closing agreement with respect to, or settle, any Tax liability that would adversely affect the Purchaser, any Purchaser Subsidiary to which the Purchaser has assigned the right to purchase the assets of a member of the Company Group pursuant to Section 10.5 or any Acquired Subsidiary after the Closing; consent to any extension (except in the ordinary course of business) or waiver of the limitations period applicable to any Tax claim or waive assessment with respect to any Taxes of any member of the Company Group; change any Tax accounting method or release taxable period of any material right member of the Company Group; provided, however, nothing in this clause (xi) shall prohibit or restrict the Seller or any of its Affiliates from making any election, entering into any closing agreement, settling any Tax liability, consenting to any extension or waiver of limitations period, filing or amending any Tax Return or changing any Tax accounting method or tax period with respect to any consolidated, combined or unitary group of which the Seller or any of its Affiliates is or was a member, except to the extent that such action would increase the Tax liability of the Purchaser or any of its Subsidiaries (including, after the Closing, any Acquired Subsidiary) for any period ending after the Closing Date; (xii) enter into any Contract not to compete in any line of business or geographic area that could bind the Purchaser or any of its Affiliates after the Closing; (xiii) enter into any Advisory Contract except in the ordinary course of business consistent with past practice, or amend, terminate or provide or grant any waiver under any Material Contract or Advisory Contract; (vxiv) enter into agree to reduce, waive, cap or subject to rebate the compensation paid by any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, Client other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practicepractice and which reductions, waivers, caps and rebates will be reflected in the applicable revenue run rate calculations for purposes of Article II; (viiixv) enter into any agreement or agree to enter into any merger or consolidation with, any corporation or transaction with an Affiliate that is not a member of the Company Group other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Personthan as permitted by Schedule 7.2(xv); (ixxvi) except for transfers accelerate or permit to be accelerated the collection of cash pursuant management fees or any other receivable related to normal cash management practices, the Business; (xvii) delay or permit to be delayed the payment of any payables by the Business; (xviii) fail to make any investments in or loans tofiling, pay any fee, or pay take any fees other action necessary to maintain the ownership, validity and enforceability of any material Intellectual Property Rights related to the Business; (xix) make any change in accounting methods, principles or expenses to, or enter into or modify any Contract with any Affiliatepractices except as required by GAAP; or (xxx) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Date7.2.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall, and shall cause Enhance to: (i) conduct its Conduct the business of Enhance only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of Enhance and (B) preserve its present relationship with Persons parties having business dealings with it;Enhance; and (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply Comply in all material respects with applicable Lawslaws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Seller Closing the Sellers shall not, and shall cause Enhance not to: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course Transfer, issue, sell or dispose of business and consistent with past practiceany shares of capital stock or other securities of Enhance or grant options, borrow monies for any reason warrants, calls or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser other rights to purchase or otherwise liable for any debt, obligation acquire shares of the capital stock or liability (contingent or otherwise) other securities of any other PersonEnhance; (ii) subject Amend the Certificate of Incorporation or Bylaws of Enhance; (iii) Subject to any Lien lien (except for liens leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its the properties or assets (whether tangible or intangible)) of Enhance; (iiiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practiceEnhance; (v) enter Enter into any commitment for capital expenditures in excess out of $5,000 for any individual commitment and $20,000 for all commitments in the aggregateordinary course; (vi) introduce any material change with respect Permit Enhance to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiivii) Permit Enhance to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (ixviii) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree Agree to do anything prohibited by this Section 5.2 6.2 or anything which would make any of the representations and warranties of the Seller Sellers in this Agreement or the Seller Documents any other agreement referenced herein untrue or incorrect in any material respect as of any time through and including the Closing DateClosing.

Conduct of the Business Pending the Closing. From and after the date hereof until the Closing Date: (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall: (i) conduct shall carry on its business only relating to the Assets and the Program in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management the prosecution of any pending patent applications, and the sales force) and goodwill and (B) payment of any maintenance fees upon the earliest date due on any patents, included in the Assets or related thereto, shall preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records ownership in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accountsAssets, and (C) comply with all contractual and other obligations applicable shall not engage in any transaction or activity relating to its operation; and (v) comply in all material respects with applicable Laws.the Assets, enter into any agreement, or make any commitment relating to the Assets; (b) Seller shall preserve and keep intact its business organization relating to the Assets; (c) Except as otherwise expressly contemplated permitted by this Agreement or with Agreement, without the prior written consent of the PurchaserBuyer, the Seller shall will not: (i) except for trade payables and for indebtedness for borrowed money incurred in permit or allow any of the ordinary course of business and consistent with past practiceAssets to be subjected to any mortgages, borrow monies for any reason liens, pledges, charges, security interests, encumbrances or draw down on any line of credit or debt obligationencroachments, or become the guarantor, surety, endorser or otherwise liable for to any debt, obligation or liability (contingent or otherwise) rights of others of any other Personkind of nature whatsoever; (ii) subject take any actions to modify, terminate or amend any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible)documents comprising the Assets; (iii) acquire any material properties or assets or sellengage in the sale, assignlicense, assignment, transfer, conveyconveyance, lease lease, mortgage, pledge or otherwise dispose other disposition of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice)Assets; (iv) cancel incur any liability relating to the Assets other than the fees set forth in Section 2.3 which Seller has agreed to pay and Buyer has (or compromise any debt or claim or waive or release any material right except in the ordinary course Synthetic and Buyer, if Buyer is a wholly owned subsidiary of business consistent with past practice;Synthetic have) agreed to reimburse; or (v) enter into any commitment for capital expenditures agree, whether in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operationwriting or otherwise, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties of the foregoing. (d) Seller in this Agreement shall not do any act or the Seller Documents untrue or incorrect in omit to do any material respect as act, which will cause a breach of any time through and including contract or commitment of Seller or which would cause the Closing Datebreach of any representation, warranty or covenant made hereunder.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Closing the Seller shall, and shall cause Infotel to: (i) conduct its Conduct the business of Infotel only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of Infotel and (B) preserve its present relationship with Persons parties having business dealings with it;Infotel; and (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply Comply in all material respects with applicable Lawslaws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Closing the Seller shall not, and shall cause Infotel not to: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course Transfer, issue, sell or dispose of business and consistent with past practiceany shares of capital stock or other securities of Infotel or grant options, borrow monies for any reason warrants, calls or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser other rights to purchase or otherwise liable for any debt, obligation acquire shares of the capital stock or liability (contingent or otherwise) other securities of any other PersonInfotel; (ii) subject Amend the Certificate of Incorporation or Bylaws of Infotel; (iii) Subject to any Lien lien (except for liens leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its the properties or assets (whether tangible or intangible)) of Infotel; (iiiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practiceInfotel; (v) enter Enter into any commitment for capital expenditures in excess out of $5,000 for any individual commitment and $20,000 for all commitments in the aggregateordinary course; (vi) introduce any material change with respect Permit Infotel to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiivii) Permit Infotel to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (ixviii) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree Agree to do anything prohibited by this Section 5.2 6.2 or anything which would make any of the representations and warranties of the Seller in this Agreement or the Seller Documents any other agreement referenced herein untrue or incorrect in any material respect as of any time through and including the Closing DateClosing.

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (i) as set forth on Schedule 7.2(a), (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the PurchaserParent (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall, and shall cause its Subsidiaries to: (i) conduct the respective businesses of the Company and its business Subsidiaries only in the ordinary course consistent Ordinary Course of Business, including with past practice;respect to capital expenditures, and not enter into a new line of business outside the Company's and its Subsidiaries' existing business segment; and (ii) use its best commercially reasonable efforts to (A) preserve its the present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company and its Subsidiaries, (B) preserve the present relationships with customers and suppliers of the Company and its present relationship with Persons having business dealings with it; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, Subsidiaries and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Lawskeep available the services of the current executive officers of the Company. (b) Except Prior to the Closing, except (i) as set forth on Schedule 7.2(b), (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the PurchaserParent (except with respect to Section 7.2(b)(x), which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall not, and shall not permit its Subsidiaries to: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practicerepurchase, borrow monies for any reason redeem or draw down on any line of credit or debt obligationotherwise acquire, or become grant any rights or enter into any Contracts or commitments to repurchase, redeem or acquire, any outstanding shares of the guarantorcapital stock or other securities of, suretyor other ownership interests in, endorser the Company or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Personits Subsidiaries; (ii) subject to issue or sell any Lien shares of capital stock or other securities of the Company or any of its Subsidiaries (except for liens that do not materially impair any issuance made pursuant to the use exercise of Common Options) or grant options, warrants, calls or other rights to purchase shares of the property subject thereto in their respective businesses as presently conducted), capital stock or other securities of the Company or any of its properties Subsidiaries; (iii) effect any recapitalization, reclassification or assets like change in the capitalization of the Company or any of its Subsidiaries, or adopt a plan of complete or partial liquidation, dissolution, restructuring or other reorganization; (whether tangible iv) amend the certificate of incorporation or intangiblebylaws or comparable organizational documents of the Company or any of its Subsidiaries; (v) except as required by the terms of any Company Benefit Plan as of the date of this Agreement or by applicable Law, (A) increase the level of cash compensation paid to any director, officer, employee or consultant of the Company or any of its Subsidiaries (except increases in salaries or wages and commission and bonus opportunities of non-officer employees in the Ordinary Course of Business), (B) grant or accelerate the vesting or payment of any equity or equity-based compensation or severance to any director, executive officer, employee or consultant (other than severance consistent with any Company Benefit Plan as in effect on the date hereof), (C) adopt or amend any Company Benefit Plan (other than to provide severance consistent with any Company Benefit Plan or additional severance payments made outside of Company Benefit Plans so long as such payments do not exceed $300,000 in the aggregate) or (D) enter into any employment, consulting or similar agreement (or amend any such agreement) to which the Company or any of its Subsidiaries is a party or involving any employee, consultant or director of the Company or any of its Subsidiaries that would be a Company Benefit Plan if it were in existence as of the date of this Agreement (provided, however, that the Company and its Subsidiaries may enter into or amend employment and consulting arrangements with officers, employees and consultants (other than the Chief Executive Officer of the Company and his direct reports) in connection with promotions and new hires or engagements in the Ordinary Course of Business); (iiivi) acquire any material properties or assets or sell, assign, license, transfer, convey, lease abandon or otherwise dispose of any of its the material properties or assets of the Company or any of its Subsidiaries (except for fair consideration in the ordinary course acquisitions of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for inventory, equipment and supplies and capital expenditures in excess the Ordinary Course of $5,000 for any individual commitment Business or sales and $20,000 for all commitments non-exclusive licenses of products and services in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in Ordinary Course of Business or the types, nature, composition disposal of obsolete or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such productsworthless assets); (vii) enter into make any transaction loan, advance or make capital contribution to or enter into investment in any Contract which by reason Person (other than (A) loans, advances or capital contributions to or investments in a Subsidiary of its size or otherwise is not the Company and (B) routine advances to employees for business expenses in the ordinary course Ordinary Course of business consistent with past practiceBusiness in an amount not exceeding $25,000 to any individual employee, or $100,000 in the aggregate); (viii) initiate, compromise or settle any Legal Proceeding (other than (A) in connection with the enforcement of the Company's rights under this Agreement, (B) settlements that are individually less than $100,000, (C) for the collection of bills and the protection of Intellectual Property rights in the Ordinary Course of Business and (D) in such other circumstances where the Company in good faith determines that the failure to commence a Legal Proceeding would result in the material impairment of its business or the loss of a material right); (ix) enter into, materially modify or terminate any labor or collective bargaining agreement or, through negotiations or otherwise, make any commitment or incur any material Liability to any labor organizations; (x) enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities or any division, business or all or substantially all of the assets of any other Person; (ixxi) except amend, modify, extend, renew or terminate any Real Property Lease (other than renewals of any Real Property Lease entered into in good faith and on market terms, with the exception of the Real Property Lease for transfers the Company's headquarters), and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of cash pursuant to normal cash management practices, make any investments real property requiring rental and other payments in or loans to, or pay any fees or expenses to, or excess of $25,000 annually as averaged over the term thereof; (xii) enter into or modify any Contract with any AffiliateAffiliate of the Company (other than a Subsidiary), other than any Contract entered into in the Ordinary Course of Business on arm's length terms with any portfolio company of a stockholder of the Company or of an Affiliate of any such stockholder; (xiii) implement any employee layoffs implicating the WARN Act; (xiv) except to the extent required by Law, make, change or rescind any election relating to material Taxes, change any method of Tax accounting in respect of material Taxes, file any amended Tax Return in respect of material Taxes, or settle or compromise any claim, investigation, audit or controversy relating to a material amount of Taxes, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xv) except to the extent required by Law or GAAP, make any material change to any of its methods of accounting or methods of reporting revenue and expenses or accounting practices; (xvi) enter into any joint venture or similar agreement; (xvii) (A) incur any Indebtedness (other than borrowings in the Ordinary Course of Business under the Company's existing revolving credit facility), (B) incur any letter of credit, performance bond, cash collateral or escrow requirement or similar credit support other than in the Ordinary Course of Business or (C) grant any Lien (other than Permitted Liens) on any asset or properties (whether tangible or intangible) of the Company or any of its Subsidiaries (other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business); (xviii) make any individual capital expenditure in excess of $100,000 that is not included in the budget of the Company and its Subsidiaries as in effect on the date of this Agreement; or (xxix) agree or commit to do anything prohibited by this Section 5.2 or anything which would make any of the representations 7.2(b). Parent acknowledges and warranties of the Seller agrees that: (a) nothing contained in this Agreement shall give Parent, directly or indirectly, the Seller Documents untrue right to control or incorrect direct the operations of Company or Company Subsidiaries prior to the Effective Time, (b) prior to the Effective Time, Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations, and (c) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent shall be required with respect to any matter set forth in this Section 7.2 or elsewhere in this Agreement to the extent the requirement of such consent would, upon advice of Company's counsel, violate any Law. (c) Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, engage in any material respect business activities or incur any liabilities or obligations other than (i) as expressly contemplated by this Agreement, the Epicor Merger Agreement, the Commitment Letters and the equity commitment letters issued to Epicor in connection with the Epicor Merger Agreement, or (ii) for purposes of any time through consummating the transactions contemplated hereby and including the Closing Datethereby.

Conduct of the Business Pending the Closing. (a) Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as otherwise expressly contemplated permitted or required by this Agreement, Seller agrees to cause the Company, and the Company agrees, to carry on its business and the business of the Company’s Subsidiaries in the Ordinary Course of Business and to use commercially reasonable efforts to preserve intact its present business organization and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. By way of amplification and not limitation, except as expressly permitted or required by this Agreement or with as expressly set forth in Schedule 4.01, Seller, the Company and the Company’s Subsidiaries shall not, between the date of this Agreement and the Closing Date, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) amend or otherwise change the PurchaserLLC Agreement or any equivalent organizational documents of any of the Company’s Subsidiaries; (b) issue, sell, pledge, dispose of, grant, encumber or authorize the Seller shall:issuance, sale, pledge, disposition, grant or encumbrance of, any equity securities of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any equity securities or any other ownership interest (including any membership interest, profits interest or phantom interest) of the Company or of any of its Subsidiaries; (c) sell, lease, license, pledge, grant, encumber or otherwise dispose of any material properties or material assets of the Company and its Subsidiaries, other than (A) Permitted Liens or (B) sales or transfers of inventory in the Ordinary Course of Business; (d) declare, set aside, make or pay any distribution, payable in any form, with respect to any of its equity securities, except for (A) distributions of cash or (B) distributions between any of the Company and its Subsidiaries; (e) split, combine, subdivide, redeem or reclassify any equity securities of the Company or any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for their equity securities; (f) acquire (including by merger, consolidation, or acquisition of stock or assets) any equity interest in or material assets of any Person or any business or division thereof; (g) enter into any joint venture, strategic alliance, exclusive dealing agreement or similar contract or arrangement; (h) incur any Indebtedness or issue any debt securities in excess of $1,000,000 or make any loans or advances in excess of $250,000, in each case other than trade accounts payable and short-term working capital financing; (i) conduct its business only enter into any lease or Contract for the purchase or sale of any property, real or personal, or any renewals thereof, except in the ordinary course consistent with past practiceOrdinary Course of Business for consideration of not more than $50,000 individually or in the aggregate; (iij) use its best efforts terminate any Material Contract, other than by allowing any Material Contract to (A) preserve its present business operations, organization (including, without limitation, management and terminate due to the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with itexpiration of the term provided therein; (iiik) maintain (A) all other than as required by applicable Law, pursuant to the terms of its assets and properties in their current conditiona Benefit Plan, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practicepractice or to the extent no liability would result on the part of Buyer or the Company following the Closing, borrow monies (i) increase the compensation payable or the benefits provided to any of the Company’s or any of its Subsidiaries’ officers or other employees, except for normal merit and cost-of-living increases in accordance with past practice in salaries or wages of its employees who are not its officers, (ii) grant any reason severance or draw down on any line of credit or debt obligationtermination pay to, or become enter into any employment or severance agreement with, any of the guarantorCompany’s or any of its Subsidiaries’ officers or other employees, suretyor (iii) establish, endorser adopt, enter into or otherwise liable amend any collective bargaining, bonus, profit sharing, thrift, compensation, equity option, restricted equity interest, profits interest, pension, retirement, deferred compensation, employment, termination, severance, loan or advance plan or other agreement, trust, fund, policy or arrangement for any debt, obligation or liability (contingent or otherwise) the benefit of any other Personmanager, officer, employee or consultant; (iil) extend any offers of employment to potential employees other than to fill the open positions set forth on Schedule 4.01(l), or to fill any position that becomes open following the date of this Agreement by reason of a termination of employment of an officer or employee; (m) make, change or rescind any material Tax election, adopt or change any Tax accounting method, amend any income or other material Tax Return or file any claims for material Tax refunds, enter into any material closing agreement as described in Section 7121 of the Code, settle any material Tax audit, claim or assessment or consent to any extension or waiver of the limitation period applicable to any such Tax audit, claim or assessment, in each case with respect to Taxes imposed on or payable by or with respect to the ownership, operation or management of the business or assets of the Company or any of its Subsidiaries; (n) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, or otherwise alter the Company’s or one of its Subsidiaries’ legal structure; (o) with respect to the Company and its Subsidiaries only, enter into any Contract with any Related Party for goods or services to be delivered or performed following the Closing Date; (p) make any material change in any method of accounting or accounting practice or policy, except as required by GAAP; (q) mortgage, pledge or subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or material assets of the Company and its Subsidiaries, other than Permitted Liens; (r) cancel any material Indebtedness owed to the Company or sellany of its Subsidiaries, or waive, release, assign, transfersettle or compromise any material rights or claims, conveyor any litigation, lease claim, action, suit, proceeding or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice)investigation; (ivs) cancel or compromise enter into any debt or claim or waive or release any material right except line of business other than the lines of business in which the Company and its Subsidiaries are engaged as of the date hereof; (t) other than in the ordinary course Ordinary Course of Business, abandon or permit the lapse of any Registered IP that is material to the business consistent with past practiceof the Company and its Subsidiaries; (u) grant any rights under any Registered IP other than in the Ordinary Course of Business; (v) enter into write up, write down or write off the book value of any commitment assets, individually or in the aggregate, for capital expenditures the Company and its Subsidiaries taken as a whole, in excess of $5,000 100,000, except for any individual commitment depreciation and $20,000 for all commitments amortization in the aggregateaccordance with GAAP; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (viiw) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practicethat would constitute a Material Contract; (viiix) enter into fail to take any actions necessary to maintain in full force and effect any Money Transmitter Licenses required to operate the business of the Company or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliateits Subsidiaries as currently conducted; or (xy) take, or agree in writing or otherwise to do anything prohibited by this Section 5.2 or anything which would make take, any of the representations and warranties of the Seller actions described in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time subsections (a) through and including the Closing Date(x).

Conduct of the Business Pending the Closing. Until the Closing, each Seller shall comply, and Sellers shall cause the Companies and their Subsidiaries to comply, with the provisions set forth below: (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shall: (i) conduct its business The Companies and their Subsidiaries shall operate their respective businesses only in the ordinary course consistent with past practicecourse; (b) Sellers shall promptly notify Buyer of, and furnish to Buyer any information that Buyer may reasonably request with respect to, the occurrence of any event or the existence of any state of facts that may result in the representations and warranties of any Seller not being true if they were made at any time prior to or as of the Closing Date; (c) Except as required by the Employee Plans and set forth on Schedule 4.16 and except in the ordinary and normal course of business, neither the Companies nor any of their Subsidiaries shall (i) grant or agree to grant any bonuses to any employee, (ii) grant any general increase in the rates of salaries or compensation of its or their employees or any specific increase to any employee, (iii) provide for any new pension, retirement or other employment benefits to any of its or their employees or any increase in any existing benefits or (iv) terminate or amend in any respect or provide for any material increase in benefits under any Employee Plan; (d) Except pursuant to an Approved Reorganization, neither the Companies nor any of their Subsidiaries shall amend their respective bylaws, articles, or other organizational and constituent documents, nor shall they enter into any merger, exchange or consolidation agreement. An Approved Reorganization must satisfy the requirements of Section 4.3(c). All costs and expenses of an Approved Reorganization shall be borne by the Sellers; (e) The Companies and their Subsidiaries shall not implement or adopt (i) any change in its accounting methods or principles or the application thereof (including depreciation lives) or (ii) any material change in their tax methods or principles or the application thereof (including depreciation lives). (f) The Sellers and the Companies and their Subsidiaries shall use its best efforts to (A) maintain and preserve its the business of the Companies and their Subsidiaries intact, to retain their present business operationsemployees so that they will be available after the Closing and to maintain existing relationships with customers, organization (including, without limitation, management suppliers and others so that those relationships will be preserved after the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with itClosing; (iiig) maintain (A) all Neither the Companies nor any of their Subsidiaries shall sell, assign or dispose of any of its assets or properties, tangible or intangible, or incur or assume any liabilities or enter into any sale/leaseback or similar transaction, except for sales and properties in their current conditiondispositions made, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its booksor liabilities incurred, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and; (vh) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with Neither the prior written consent Companies nor any of the Purchasertheir Subsidiaries shall assume, the Seller shall not: (i) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practiceguarantee, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser endorse or otherwise become liable for any debtor responsible (whether directly, obligation or liability (contingent contingently or otherwise) for the obligations of any other Person; (ii) subject to any Lien (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties person or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right entity except in the ordinary course of business consistent with past practicepractices and in amounts not material to their respective businesses; (vi) enter into any commitment for capital expenditures The Companies and their Subsidiaries shall maintain in excess of $5,000 for any individual commitment full force and $20,000 for effect all commitments in the aggregateinsurance currently maintained; (vij) introduce Neither the Companies nor their Subsidiaries shall take, or agree in writing or otherwise to take, any material change with respect to its operation, including of the actions described in this Section 6.2 or any material change in the types, nature, composition action that would make any representation or quality of its products warranty inaccurate or services, experience any material change untrue or that would result in any contribution of its product lines to its revenues or net income, or, other than the conditions set forth in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such productsArticle VIII hereof not being satisfied; (viik) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent The Companies and their Subsidiaries shall comply with past practiceall Laws, including, without limitation, Environmental Laws; (viiil) enter into or agree The Companies and their Subsidiaries shall maintain their books of account and records in the usual, regular and customary manner consistent with practices employed prior to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Persondate hereof; (ixm) except Except with the prior written consent of Buyer, neither the Companies nor any of their Subsidiaries shall authorize for transfers issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of cash pursuant options, warrants, commitments, subscriptions, rights to normal cash management practicespurchase or otherwise) any capital stock of any class or any other securities or equity equivalents or amend any of the terms of any such securities or agreements; and (n) Except with the prior written consent of Buyer, make neither the Companies nor any investments in or loans toof their Subsidiaries shall declare, set aside or pay any fees dividend or expenses toother distribution in respect of the capital stock of the Companies or any of their Subsidiaries, or enter into or modify and neither the Companies nor any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would of their Subsidiaries shall make any of the representations and warranties of the Seller in this Agreement direct or the Seller Documents untrue indirect redemption, purchase or incorrect in any material respect as other acquisition of any time through and including the Closing Datesuch stock.

Conduct of the Business Pending the Closing. (a) Except During the period from the date of this Agreement through the Closing Date, except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaseras Purchaser shall otherwise agree in writing in advance, the Seller Company shall: (i) , and Sellers shall cause the Company to, conduct its business only the Practice in the ordinary and usual course of business in a manner consistent with past custom and practice; (ii) , and shall use its best all commercially reasonable efforts to (A) preserve intact its present business operationsorganization, organization (includingto make available to Purchaser the services of the Company Employees, without limitation, management and to preserve the sales force) and goodwill and (B) preserve its present relationship relationships with Persons clients and others having business dealings with it; (iii) maintain (A) the Practice or the Company, to perform in all material respects all of its assets obligations under the In-Process Engagements and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accountsContracts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) cause the Practice to comply in all material respects with all applicable Laws. (b) Except . Without limiting the foregoing, during the period from the date of this Agreement through the Closing Date, except with the consent of Purchaser, or as otherwise expressly contemplated by this Agreement or with the prior written consent hereby, none of the Purchaser, the Seller Company or Sellers shall not: (ia) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for take any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject to any Lien (except for liens action that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangible); (iii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice); (iv) cancel or compromise any debt or claim or waive or release any material right except in the ordinary course of business consistent with past practice; (v) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregate; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viii) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of cause the representations and warranties of the Seller set forth in this Agreement or the Seller Documents untrue or incorrect Section 4.8 to be inaccurate in any material respect as without modification of Schedule 4.8, (b) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of, shares or other ownership interests in, the Company or any of its Subsidiaries, (c) make any direct or indirect redemption, repurchase or other acquisition of any time through and including outstanding shares of the Closing Datecapital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries or (d) transfer, issue, grant, award, sell, pledge, dispose of or encumber or authorize the transfer, issuance, grant, award, sale, pledge, disposition or encumbrance of any shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries, or grant options, warrants, calls, commitments or rights of any kind to purchase or otherwise acquire any shares of the capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries.

Conduct of the Business Pending the Closing. (a) Except From the date hereof through the earlier of (x) the date this Agreement is terminated pursuant to Section 4.2 or (y) the Closing Date, except (I) as set forth on Schedule 8.2, (II) as required by applicable Law, (III) as otherwise expressly contemplated by this Agreement or (IV) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall: (i) conduct its the business of the Company only in the ordinary course consistent Ordinary Course of Business and in material compliance with past practice;all Laws; and (ii) use its best commercially reasonable efforts to (A) maintain the value of the Company’s business as a going concern, (B) preserve its the present business operations, organization (including, without limitation, management including officers and the sales forceemployees) and goodwill of the Company, and (BC) preserve its the present relationship relationships with Persons having business dealings with it; the Company (iii) maintain (A) all of its assets including customers and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Lawssuppliers). (b) Except (I) as set forth on Schedule 8.2, (II) as required by applicable Law, (III) as otherwise expressly contemplated by this Agreement or (IV) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Company shall not: (i) except for trade payables and for indebtedness for borrowed money incurred declare, set aside, make or pay any dividend or other distribution in respect of the ordinary course capital stock of business and consistent with past practicethe Company or repurchase, borrow monies for redeem or otherwise acquire any reason outstanding shares of the capital stock or draw down on any line of credit or debt obligationother securities of, or become other ownership interests in, the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person;Company (ii) subject to transfer, issue, sell or dispose of any Lien (except for liens that do not materially impair the use shares of capital stock or other securities of the property subject thereto in their respective businesses as presently conducted)Company or grant options, any warrants, calls or other rights to purchase or otherwise acquire shares of its properties the capital stock or assets (whether tangible or intangible)other securities of the Company; (iii) acquire effect any material properties recapitalization, reclassification or assets like change in the capitalization of the Company; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Company; (v) sell, assign, transfer, convey, lease or otherwise dispose of any material assets of its material properties or assets the Company (except for fair consideration sales or other dispositions of advertising or inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness); (ivvi) cancel license any Intellectual Property of the Company to or compromise any debt or claim or waive or release any material right except from third parties to the extent not in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (vvii) (A) materially increase the salary or wages of any employee of the Company, (B) grant any unusual, special or extraordinary bonus to any employee of the Company, (C) materially increase the coverage or benefits available under any Company Benefit Plan as applied to Company employees or accelerate the time of payment or vesting, or lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Company Benefit Plan (or any compensation or benefit plan or arrangement that would be a Company Benefit Plan if in effect on the date hereof) as applied to Company employees or (D) permit any employee of the Company to participate in any new arrangement that would be a Company Benefit Plan if in effect on the date hereof; (viii) change any of the Company’s accounting policies or practices; (ix) waive any provision of any confidentiality or employee invention assignment agreement to which it is a party; (x) terminate or materially amend or modify any privacy policy governing the acquisition, sharing, use or security from unauthorized disclosure of PII that is possessed or otherwise subject to the control of the Company; (xi) accelerate accounts receivable (including by the offering of discounts for payment), delay payment on accounts payable or take other actions out of the Ordinary Course of Business the intent or primary effect of which is to increase any amounts payable to Seller under Section 3.3 hereof; (xii) mortgage, pledge or otherwise subject to any Lien, any property or assets of the Company other than (A) conditional sales or similar security interests granted in connection with the lease or purchase or equipment or supplies in the Ordinary Course of Business and (B) Permitted Exceptions; (xiii) other than in the Ordinary Course of Business, terminate, amend, restate, supplement or waive any rights under any (A) material Contract, Real Property Lease, Personal Property Lease or Intellectual Property license or (B) material Permit; (xiv) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregateCompany inconsistent with the Company’s 2012 capital expenditure budget set forth on Schedule 8.2; (vi) introduce any material change with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (vii) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (viiixv) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any AffiliatePerson; or (xxvi) agree make or change any material Tax election, adopt or change any material Tax accounting method, file any amended Tax Return, settle any material Tax claim or assessment, surrender any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, in each case relating to the Company, if such election, change, filing, settlement, surrender or consent would have the effect of materially increasing the Tax liability of the Company for any taxable period ending after the Closing Date; or (xvii) enter into any Contracts that would impose obligations to do anything prohibited by this Section 5.2 or anything which would make any of the representations actions referred to in this Section 8.2. Purchaser shall respond with reasonable promptness to any and warranties all requests by the Company for consent(s) for the Company to take any of the Seller actions specified in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing DateSection 8.2.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with The Seller agrees that from the prior written consent of date hereof through the PurchaserClosing Date, the Seller shall: (i) conduct its business Business will be conducted only in the usual and ordinary course consistent with past practice;, and, except as may be permitted by this Agreement, or approved in writing in advance by Purchaser, the Seller agrees as follows: (iia) use The Seller will, so far as it is within its best efforts power to (A) preserve its present business operationsdo so, organization (includingcarry on the Business substantially in the same manner as heretofore conducted, without limitation, management and the sales force) and goodwill and (B) preserve its present relationship with Persons having business dealings with it; (iii) maintain (A) all Seller shall not institute any new methods of its assets and properties acquisition, production, marketing, distribution, sale, lease, license, management, operation, or engage in their current conditionany transaction or activity, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its booksenter into any agreement or make any commitment, accounts and records except in the ordinary course of business and consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Lawspractice. (b) The Seller shall not institute any new methods of accounting relating to the Business. (c) The Seller shall use commercially reasonable efforts to preserve the Business intact, to protect and preserve the Seller's assets, and preserve its relationships with licensors, suppliers, distributors, customers, contractors and employees. (d) Except as otherwise expressly contemplated by specifically permitted pursuant to this Agreement or with the prior written consent of the PurchaserAgreement, the Seller shall not, with respect to the Business: (iA) Borrow or agree to borrow any funds or (B) incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), in the case of (A) or (B) that would be an Assumed Liability, except for trade payables in the case of clause (B) obligations and for indebtedness for borrowed money liabilities incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; (ii) subject Permit or allow any of the Acquired Assets to be subjected to any Lien Encumbrance of any kind or description (except for liens that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its properties or assets (whether tangible or intangibleEncumbrances created by law); (iii) acquire Dispose of or permit to lapse any material properties rights to the use of any Intellectual Property included among the Acquired Assets (and the Seller shall take all commercially reasonable actions in respect of any infringement of any Intellectual Property of which it has knowledge), or assets dispose of or, except in the ordinary course of business, disclose to any Person any trade secret, formula, process or sellknow-how not theretofore a matter of public knowledge relating to the Business; (iv) Make any single capital expenditure or future commitment relating to the Business in excess of $20,000 for additions to property, assignplant or equipment or make aggregate capital expenditures or future commitments in excess of $50,000 for additions to property, transferplant or equipment; provided, conveyhowever, that this restriction shall not apply to expenditures required to fulfill obligations to customers of the Business; (v) Sell, transfer or lease (other than in the ordinary course of business consistent with past practices) any of the Acquired Assets to, or enter into any agreement or arrangement with, any Affiliate of the Seller; (vi) Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise dispose in respect of the obligation of any of its material properties or assets Person; (except for fair consideration vii) Other than in the ordinary course of business consistent with past practice), distribute any property to any employee of the Seller engaged in the Business; (ivviii) cancel Grant to any officer or compromise employee engaged in the Business any debt increase in compensation or claim benefits, other than increases in compensation or waive or release any material right except benefits for employees in the ordinary course of business consistent with past practice; (vix) enter into Pay any commitment for capital expenditures pension, retirement allowance or other employee benefit not required by any Benefit Plan of the Seller in excess of $5,000 for any individual commitment and $20,000 for all commitments in existence on the aggregatedate hereof; (vix) introduce Adopt, agree to adopt, or make any announcement regarding (i) the adoption of any new pension, retirement or other employee benefit plan, policy or program that applies only to employees of the Business, or (ii) adoption of any amendments to any Benefit Plan of the Seller in existence on the date hereof that applies only to employees of the Business, unless otherwise required by applicable law; or (xi) Agree, whether in writing or otherwise, to do any of the foregoing. (e) From the date hereof through the Closing Date, the Seller shall give prompt written notice to Purchaser of any material change casualty losses or damages with respect to its operationthe Acquired Assets (whether or not any such loss or damage shall have been covered by insurance) and, including if such loss is insured, the Seller shall promptly notify the carrier and make a claim; (f) No contract or commitment will be entered into, and no purchase of supplies and no sale of any material change of the Seller's assets will be made, by or on behalf of the Seller in respect of the typesBusiness, natureexcept (i) normal contracts or commitments for the purchase of, composition and normal purchases of, supplies or quality inventory or for the sale of its products or servicesinventory, experience any material change in any contribution of its product lines to its revenues or net income, or, other than each case made in the ordinary course of businessbusiness and consistent with past practice, make any change and (ii) other contracts, commitments, purchases or sales in product specifications or prices or terms the ordinary course of distributions of such products;business and consistent with past practice. (viig) enter into any transaction or make or enter into any Contract which by reason of its size or otherwise is not The Seller shall maintain insurance on the Acquired Assets consistent with past practices and the Acquired Assets shall be used, operated, maintained and repaired in the ordinary course of business consistent with past practice;. (viiih) enter into The Seller shall not do any act or agree omit to enter into do any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution toact, or otherwise acquire permit any act or omission to act (to the securities extent the Seller has control over such act or omission), which will cause a breach of any other Person; (ix) except for transfers of cash pursuant to normal cash management practices, make any investments in material contract or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; or (x) agree to do anything prohibited by this Section 5.2 or anything which would make any of the representations and warranties commitment of the Seller in this Agreement arising out of or relating to the Business or which would cause the breach by the Seller Documents untrue or incorrect in any material respect as of any time through representation, warranty, covenant or agreement made hereunder. (i) The Seller shall duly comply in all material respects with all laws applicable to it and including its properties, operations, business and employees comprising the Closing DateBusiness.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Seller shallCompany to: (i) conduct its business the businesses of the Company only in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company and (B) preserve its present relationship with Persons having business dealings with itthe Company; (iii) maintain (A) all of its assets and properties in their current condition, ordinary wear and tear excepted and (B) insurance upon all of its properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain its books, accounts and records in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to its operation; and (v) comply in all material respects with applicable Laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserCompany, the Seller Purchaser shall not: (i) except for trade payables and for indebtedness for borrowed money incurred declare, set aside, make or pay any dividend or other distribution in respect of the ordinary course capital stock of business and consistent with past practicethe Purchaser or repurchase, borrow monies for redeem or otherwise acquire any reason outstanding shares of the capital stock or draw down on any line of credit or debt obligationother securities of, or become other ownership interests in, the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other PersonPurchaser; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Purchaser; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject to any Lien (except for liens leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of its the properties or assets (whether tangible or intangible)) of the Purchaser; (iiivii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of its the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice)) of the Purchaser; (ivviii) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business consistent with past practicebusiness; (vix) enter into any commitment for capital expenditures in excess of $5,000 for any individual commitment and $20,000 for all commitments in the aggregatePurchaser; (vix) introduce enter into, modify or terminate any material change labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to its operation, including any material change in the types, nature, composition or quality of its products or services, experience any material change in any contribution of its product lines to its revenues or net income, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such productsPurchaser; (viixi) permit the Purchaser to enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practiceContract; (viiixii) permit the Purchaser to enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (ixxiii) except for transfers of cash pursuant permit the Purchaser to normal cash management practices, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xxv) agree to do anything prohibited by this Section 5.2 6.2 or anything which would make any of the representations and warranties of the Seller Purchaser and the Majority Stockholder in this Agreement or the Seller Documents untrue or incorrect in any material respect as of any time through and including the Closing Daterespect.